OF THE INTEREST PERIOD APPLICABLE THERETO, (II) THE OCCURRENCE OF AN EVENT
OF DEFAULT IN CONSEQUENCE OF WHICH THE REQUIRED LENDERS OR AGENT ON BEHALF
THEREOF HAVE ELECTED TO ACCELERATE THE MATURITY OF ALL OR ANY PORTION OF THE
OBLIGATIONS, OR (III) TERMINATION OF THIS AGREEMENT PURSUANT TO THE TERMS
HEREOF.
ON THE LAST DAY OF EACH APPLICABLE INTEREST PERIOD, UNLESS
ADMINISTRATIVE BORROWER PROPERLY HAS EXERCISED THE LIBOR OPTION WITH RESPECT
THERETO, THE INTEREST RATE APPLICABLE TO SUCH LIBOR RATE LOAN AUTOMATICALLY
SHALL CONVERT TO THE RATE OF INTEREST THEN APPLICABLE TO BASE RATE LOANS OF THE
SAME TYPE HEREUNDER.
AT ANY TIME THAT AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, BORROWERS NO LONGER SHALL HAVE THE OPTION TO REQUEST THAT ADVANCES
BEAR INTEREST AT A RATE BASED UPON THE LIBOR RATE AND AGENT SHALL HAVE THE RIGHT
TO CONVERT THE INTEREST RATE ON ALL OUTSTANDING LIBOR RATE LOANS TO THE RATE
THEN APPLICABLE TO BASE RATE LOANS HEREUNDER.
17
(B)
LIBOR ELECTION.
(I)
ADMINISTRATIVE BORROWER MAY, AT ANY TIME
AND FROM TIME TO TIME, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, ELECT TO EXERCISE THE LIBOR OPTION BY NOTIFYING AGENT PRIOR TO 11:00
A.M. (CALIFORNIA TIME) AT LEAST 3 BUSINESS DAYS PRIOR TO THE COMMENCEMENT OF THE
PROPOSED INTEREST PERIOD (THE "LIBOR DEADLINE").
NOTICE OF ADMINISTRATIVE
BORROWER'S ELECTION OF THE LIBOR OPTION FOR A PERMITTED PORTION OF THE ADVANCES
AND AN INTEREST PERIOD PURSUANT TO THIS SECTION SHALL BE MADE BY DELIVERY TO
AGENT OF A LIBOR NOTICE RECEIVED BY AGENT BEFORE THE LIBOR DEADLINE, OR BY
TELEPHONIC NOTICE RECEIVED BY AGENT BEFORE THE LIBOR DEADLINE (TO BE CONFIRMED
BY DELIVERY TO AGENT OF A LIBOR NOTICE RECEIVED BY AGENT PRIOR TO 5:00 P.M.
(CALIFORNIA TIME) ON THE SAME DAY).
PROMPTLY UPON ITS RECEIPT OF EACH SUCH
LIBOR NOTICE, AGENT SHALL PROVIDE A COPY THEREOF TO EACH OF THE LENDERS HAVING A
COMMITMENT.
(II)
EACH LIBOR NOTICE SHALL BE IRREVOCABLE AND
BINDING ON BORROWERS.
IN CONNECTION WITH EACH LIBOR RATE LOAN, EACH BORROWER
SHALL INDEMNIFY, DEFEND, AND HOLD AGENT AND THE LENDERS HARMLESS AGAINST ANY
LOSS, COST, OR EXPENSE INCURRED BY AGENT OR ANY LENDER AS A RESULT OF (A) THE
PAYMENT OF ANY PRINCIPAL OF ANY LIBOR RATE LOAN OTHER THAN ON THE LAST DAY OF AN
INTEREST PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF AN EVENT OF
DEFAULT), (B) THE CONVERSION OF ANY LIBOR RATE LOAN OTHER THAN ON THE LAST DAY
OF THE INTEREST PERIOD APPLICABLE THERETO, OR (C) THE FAILURE TO BORROW,
CONVERT, CONTINUE OR PREPAY ANY LIBOR RATE LOAN ON THE DATE SPECIFIED IN ANY
LIBOR NOTICE DELIVERED PURSUANT HERETO (SUCH LOSSES, COSTS, AND EXPENSES,
COLLECTIVELY, "FUNDING LOSSES").
FUNDING LOSSES SHALL, WITH RESPECT TO AGENT OR
ANY LENDER, BE DEEMED TO EQUAL THE AMOUNT DETERMINED BY AGENT OR SUCH LENDER TO
BE THE EXCESS, IF ANY, OF (I) THE AMOUNT OF INTEREST THAT WOULD HAVE ACCRUED ON
THE PRINCIPAL AMOUNT OF SUCH LIBOR RATE LOAN