THE
INTERPRETATION OF ANY APPLICABLE LAW OR REGULATION BY ANY GOVERNMENTAL OR OTHER
REGULATORY BODY CHARGED WITH THE ADMINISTRATION THEREOF, SHOULD MAKE IT (OR IN
THE GOOD FAITH JUDGMENT OF ANY LENDER CAUSE A SUBSTANTIAL QUESTION AS TO WHETHER
IT IS) UNLAWFUL FOR ANY LENDER TO MAKE, MAINTAIN OR FUND LIBOR LOANS, THEN SUCH
LENDER SHALL PROMPTLY NOTIFY THE COMPANY AND, SO LONG AS SUCH CIRCUMSTANCES
SHALL CONTINUE, (A) SUCH LENDER SHALL HAVE NO OBLIGATION TO MAKE OR CONVERT ANY
BASE RATE LOAN INTO A LIBOR LOAN AND (B) ON THE LAST DAY OF THE CURRENT INTEREST
PERIOD FOR EACH LIBOR LOAN OF SUCH LENDER (OR, IN ANY EVENT, ON SUCH EARLIER
DATE AS MAY BE REQUIRED BY THE RELEVANT LAW, REGULATION OR INTERPRETATION), SUCH
LIBOR LOAN SHALL, UNLESS THEN REPAID IN FULL, AUTOMATICALLY CONVERT TO A BASE
RATE LOAN.
EACH BASE RATE LOAN MADE BY A LENDER WHICH, BUT FOR THE
CIRCUMSTANCES DESCRIBED IN THE FOREGOING SENTENCE, WOULD BE A LIBOR LOAN (AN
"AFFECTED LOAN") SHALL REMAIN OUTSTANDING FOR THE PERIOD CORRESPONDING TO THE
GROUP OF LIBOR LOANS OF WHICH SUCH AFFECTED LOAN WOULD BE A PART ABSENT SUCH
CIRCUMSTANCES.
8.4
FUNDING LOSSES.
THE LOAN PARTIES HEREBY AGREE THAT UPON DEMAND BY
ANY LENDER (WHICH DEMAND SHALL BE ACCOMPANIED BY A STATEMENT SETTING FORTH THE
BASIS FOR THE AMOUNT BEING CLAIMED), THE LOAN PARTIES WILL INDEMNIFY SUCH LENDER
AGAINST ANY NET LOSS OR EXPENSE WHICH SUCH LENDER MAY SUSTAIN OR INCUR
(INCLUDING ANY NET LOSS OR EXPENSE INCURRED BY REASON OF THE LIQUIDATION OR
REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY SUCH LENDER TO FUND OR
MAINTAIN ANY LIBOR LOAN), AS REASONABLY DETERMINED BY SUCH LENDER, AS A RESULT
OF (A) ANY
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payment, prepayment or conversion of any LIBOR Loan of such Lender on a date
other than the last day of an Interest Period for such Loan (including any
conversion pursuant to Section 8.3) or (b) any failure of the Company or another
Loan Party to borrow, convert or continue any Loan on a date specified therefor
in a notice of borrowing, conversion or continuation pursuant to this
Agreement.
For this purpose, all such notices to any Lender pursuant to this
Agreement shall be deemed to be irrevocable.
8.5
RIGHT OF THE LENDERS TO FUND THROUGH OTHER OFFICES.
EACH LENDER
MAY, IF IT SO ELECTS, FULFILL ITS COMMITMENT AS TO ANY LIBOR LOAN BY CAUSING A
FOREIGN BRANCH OR AFFILIATE OF SUCH LENDER TO MAKE SUCH LOAN; PROVIDED THAT IN
SUCH EVENT FOR THE PURPOSES OF THIS AGREEMENT SUCH LOAN SHALL BE DEEMED TO HAVE
BEEN MADE BY SUCH LENDER AND THE OBLIGATION OF THE COMPANY TO REPAY SUCH LOAN
SHALL NEVERTHELESS BE TO SUCH LENDER AND SHALL BE DEEMED HELD BY IT, TO THE
EXTENT OF SUCH LOAN, FOR THE ACCOUNT OF SUCH BRANCH OR AFFILIATE.
8.6
DISCRETION OF THE LENDERS AS TO MANNER OF FUNDING.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EACH LENDER
SHALL BE ENTITLED TO FUND AND MAINTAIN