AGENT SHALL SO NOTIFY BORROWER REPRESENTATIVE AND
LENDERS.
(III)
ILLEGALITY.
NOTWITHSTANDING ANY OTHER
PROVISIONS HEREOF, IF ANY LAW SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO MAKE,
FUND OR MAINTAIN LIBOR LOANS, SUCH LENDER SHALL PROMPTLY GIVE NOTICE OF SUCH
CIRCUMSTANCES TO ADMINISTRATIVE AGENT, BORROWER
38
REPRESENTATIVE AND THE OTHER LENDERS.
IN SUCH AN EVENT, (1) THE COMMITMENT OF
SUCH LENDER TO MAKE LIBOR LOANS, CONTINUE LIBOR LOANS AS LIBOR LOANS OR CONVERT
BASE RATE LOANS TO LIBOR LOANS SHALL BE IMMEDIATELY SUSPENDED UNTIL SUCH TIME
THAT IT IS NO LONGER UNLAWFUL FOR SUCH LENDER TO MAKE LIBOR LOANS, AND (2) SUCH
LENDER'S OUTSTANDING LIBOR LOANS SHALL BE CONVERTED AUTOMATICALLY TO BASE RATE
LOANS ON THE LAST DAY OF THE INTEREST PERIOD THEREOF OR AT SUCH EARLIER TIME AS
MAY BE REQUIRED BY LAW.
(IV)
LIBOR BREAKAGE FEE.
UPON (I) ANY DEFAULT BY
ANY BORROWER IN MAKING ANY BORROWING OF, CONVERSION INTO OR CONTINUATION OF ANY
LIBOR LOAN FOLLOWING BORROWER REPRESENTATIVE'S DELIVERY TO ADMINISTRATIVE AGENT
OF ANY APPLICABLE NOTICE OF BORROWING OR (II) ANY PAYMENT OF A LIBOR LOAN ON ANY
DAY THAT IS NOT THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO
(REGARDLESS OF THE SOURCE OF SUCH PREPAYMENT AND WHETHER VOLUNTARY, BY
ACCELERATION OR OTHERWISE), BORROWERS SHALL PROMPTLY PAY ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF ALL LENDERS THAT FUNDED OR WERE PREPARED TO FUND ANY SUCH
LIBOR LOAN, AN AMOUNT EQUAL TO THE AMOUNT OF ANY LOSSES, EXPENSES AND
LIABILITIES (INCLUDING, WITHOUT LIMITATION, ANY LOSS (INCLUDING INTEREST PAID
BUT EXCLUDING LOST PROFITS) IN CONNECTION WITH THE RE-EMPLOYMENT OF SUCH FUNDS)
THAT ANY LENDER MAY SUSTAIN AS A RESULT OF SUCH DEFAULT OR SUCH PAYMENT.
FOR
PURPOSES OF CALCULATING AMOUNTS PAYABLE TO A LENDER UNDER THIS PARAGRAPH, EACH
LENDER SHALL BE DEEMED TO HAVE ACTUALLY FUNDED ITS RELEVANT LIBOR LOAN THROUGH
THE PURCHASE OF A DEPOSIT BEARING INTEREST AT LIBOR IN AN AMOUNT EQUAL TO THE
AMOUNT OF THAT LIBOR LOAN AND HAVING A MATURITY AND REPRICING CHARACTERISTICS
COMPARABLE TO THE RELEVANT INTEREST PERIOD; PROVIDED, HOWEVER, THAT EACH LENDER
MAY FUND EACH OF ITS LIBOR LOANS IN ANY MANNER IT SEES FIT, AND THE FOREGOING
ASSUMPTION SHALL BE UTILIZED ONLY FOR THE CALCULATION OF AMOUNTS PAYABLE UNDER
THIS SUBSECTION.
(V)
INCREASED COSTS.
IF, AFTER THE CLOSING DATE
(OR IN THE CASE OF A LENDER BECOMING A PARTY TO THIS AGREEMENT FOLLOWING THE
CLOSING DATE, AFTER THE DATE ON WHICH SUCH LENDER BECOMES A PARTY HERETO), THE
ADOPTION OR TAKING EFFECT OF, OR ANY CHANGE IN, ANY LAW, OR ANY CHANGE IN THE
INTERPRETATION, ADMINISTRATION OR APPLICATION OF ANY LAW BY ANY GOVERNMENTAL
AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH THE INTERPRETATION,
ADMINISTRATION OR APPLICATION THEREOF, OR COMPLIANCE BY ANY LENDER WITH ANY
REQUEST, GUIDELINE OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY
SUCH AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY:
(1) SHALL IMPOSE, MODIFY OR
DEEM APPLICABLE ANY RESERVE (INCLUDING ANY RESERVE IMPOSED BY THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM,