HAD SUCH EVENT NOT OCCURRED, AT THE
LIBOR RATE THAT WOULD HAVE BEEN APPLICABLE THERETO, FOR THE PERIOD FROM THE DATE
OF SUCH EVENT TO THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD THEREFOR (OR,
IN THE CASE OF A FAILURE TO BORROW, CONVERT OR CONTINUE, FOR THE PERIOD THAT
WOULD HAVE BEEN THE INTEREST PERIOD THEREFOR), MINUS (II) THE AMOUNT OF INTEREST
THAT WOULD ACCRUE ON SUCH PRINCIPAL AMOUNT FOR SUCH PERIOD AT THE INTEREST RATE
WHICH AGENT OR SUCH LENDER WOULD BE OFFERED WERE IT TO BE OFFERED, AT THE
COMMENCEMENT OF SUCH PERIOD, DOLLAR DEPOSITS OF A COMPARABLE AMOUNT AND PERIOD
IN THE LONDON INTERBANK MARKET.
A CERTIFICATE OF AGENT OR A LENDER DELIVERED TO
ADMINISTRATIVE BORROWER SETTING FORTH ANY AMOUNT OR AMOUNTS THAT AGENT OR SUCH
LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS SECTION 2.13 SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR.
(III)
BORROWERS SHALL HAVE NOT MORE THAN 5 LIBOR
RATE LOANS IN EFFECT AT ANY GIVEN TIME.
BORROWERS ONLY MAY EXERCISE THE LIBOR
OPTION FOR LIBOR RATE LOANS OF AT LEAST $1,000,000 AND INTEGRAL MULTIPLES OF
$500,000 IN EXCESS THEREOF.
(C)
PREPAYMENTS.
BORROWERS MAY PREPAY LIBOR RATE LOANS AT ANY TIME; PROVIDED,
HOWEVER, THAT IN THE EVENT THAT LIBOR RATE LOANS ARE PREPAID ON ANY DATE THAT IS
NOT THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, INCLUDING AS A
RESULT OF ANY AUTOMATIC PREPAYMENT THROUGH THE REQUIRED APPLICATION BY AGENT OF
PROCEEDS OF BORROWERS' COLLECTIONS IN ACCORDANCE WITH SECTION 2.4(B) OR FOR ANY
OTHER REASON, INCLUDING EARLY TERMINATION OF THE TERM OF THIS AGREEMENT OR
ACCELERATION OF ALL OR ANY PORTION OF THE OBLIGATIONS PURSUANT TO THE TERMS
HEREOF, EACH BORROWER SHALL INDEMNIFY, DEFEND, AND HOLD AGENT AND THE LENDERS
AND THEIR PARTICIPANTS HARMLESS AGAINST ANY AND ALL FUNDING LOSSES IN ACCORDANCE
WITH CLAUSE (B)(II) ABOVE.
18
(D)
SPECIAL PROVISIONS APPLICABLE TO LIBOR RATE.
(I)
THE LIBOR RATE MAY BE ADJUSTED BY AGENT
WITH RESPECT TO ANY LENDER ON A PROSPECTIVE BASIS TO TAKE INTO ACCOUNT ANY
ADDITIONAL OR INCREASED COSTS TO SUCH LENDER OF MAINTAINING OR OBTAINING ANY
EURODOLLAR DEPOSITS OR INCREASED COSTS, IN EACH CASE, DUE TO CHANGES AFTER THE
DATE HEREOF IN APPLICABLE LAW OCCURRING SUBSEQUENT TO THE COMMENCEMENT OF THE
THEN APPLICABLE INTEREST PERIOD, INCLUDING CHANGES AFTER THE DATE HEREOF IN TAX
LAWS (EXCEPT CHANGES OF GENERAL APPLICABILITY IN CORPORATE INCOME TAX LAWS) AND
CHANGES IN THE RESERVE REQUIREMENTS IMPOSED BY THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM (OR ANY SUCCESSOR), EXCLUDING THE RESERVE PERCENTAGE,
WHICH ADDITIONAL OR INCREASED COSTS WOULD INCREASE THE COST OF FUNDING LOANS
BEARING INTEREST AT A RATE DETERMINED BY REFERENCE TO THE LIBOR RATE.
IN ANY
SUCH EVENT, THE AFFECTED LENDER SHALL GIVE ADMINISTRATIVE BORROWER AND AGENT
NOTICE OF SUCH A DETERMINATION AND ADJUSTMENT AND AGENT PROMPTLY SHALL TRANSMIT
THE NOTICE TO EACH OTHER LENDER AND, UPON ITS RECEIPT OF THE NOTICE FROM THE
AFFECTED LENDER, ADMINISTRATIVE BORROWER MAY, BY NOTICE TO SUCH AFFECTED LENDER
(Y) REQUIRE SUCH LENDER