ANY AMOUNT TO WHICH SUCH LENDERS MAY BE ENTITLED UNDER SECTION 8.1)
OR THAT THE MAKING OR FUNDING OF LIBOR LOANS HAS BECOME IMPRACTICABLE AS A
RESULT OF AN EVENT OCCURRING AFTER THE DATE OF THIS AGREEMENT WHICH IN THE
OPINION OF SUCH LENDERS MATERIALLY AFFECTS SUCH LOANS; THEN THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY THE OTHER PARTIES THEREOF AND, SO LONG AS SUCH
CIRCUMSTANCES SHALL CONTINUE, (I) NO LENDER SHALL BE UNDER ANY OBLIGATION TO
MAKE OR CONVERT ANY BASE RATE LOANS INTO LIBOR LOANS AND (II) ON THE LAST DAY OF
THE CURRENT INTEREST PERIOD FOR EACH LIBOR LOAN, SUCH LOAN SHALL, UNLESS THEN
REPAID IN FULL, AUTOMATICALLY CONVERT TO A BASE RATE LOAN.
8.3
CHANGES IN LAW RENDERING LIBOR LOANS UNLAWFUL.
IF ANY CHANGE IN,
OR THE ADOPTION OF ANY NEW, LAW OR REGULATION, OR ANY CHANGE IN 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 EACH OF THE OTHER PARTIES HERETO 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 (BUT SHALL MAKE BASE RATE
LOANS CONCURRENTLY WITH THE MAKING OF OR CONVERSION OF BASE RATE LOANS INTO
LIBOR LOANS BY THE LENDERS WHICH ARE NOT SO AFFECTED, IN EACH CASE IN AN AMOUNT
EQUAL TO THE AMOUNT OF LIBOR LOANS WHICH WOULD BE MADE OR CONVERTED INTO BY SUCH
LENDER AT SUCH TIME IN THE ABSENCE OF SUCH CIRCUMSTANCES) 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 COMPANY HEREBY AGREES THAT UPON DEMAND BY ANY
LENDER (WHICH DEMAND SHALL BE ACCOMPANIED BY A STATEMENT SETTING FORTH THE BASIS
FOR THE AMOUNT BEING CLAIMED, A COPY OF WHICH SHALL BE FURNISHED TO THE
ADMINISTRATIVE AGENT), THE COMPANY 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 PAYMENT, PREPAYMENT