ACCRUED
INTEREST THEREON, ON THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD APPLICABLE
TO SUCH LIBOR RATE LOAN OR CONVERT THE THEN OUTSTANDING PRINCIPAL AMOUNT OF EACH
SUCH LIBOR RATE LOAN TO A BASE RATE LOAN AS OF THE LAST DAY OF SUCH INTEREST
PERIOD.
(B)
LAWS AFFECTING LIBOR RATE AVAILABILITY.
IF, AFTER THE DATE
HEREOF, THE INTRODUCTION OF, OR ANY CHANGE IN, ANY APPLICABLE LAW OR ANY CHANGE
IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL AUTHORITY,
CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH THE INTERPRETATION OR
ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY OF THE LENDERS (OR ANY OF THEIR
RESPECTIVE LENDING OFFICES) WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING
THE FORCE OF LAW) OF ANY SUCH GOVERNMENTAL AUTHORITY, CENTRAL BANK OR COMPARABLE
AGENCY, SHALL MAKE IT UNLAWFUL OR IMPOSSIBLE FOR ANY OF THE LENDERS (OR ANY OF
THEIR RESPECTIVE LENDING OFFICES) TO HONOR ITS OBLIGATIONS HEREUNDER TO MAKE OR
MAINTAIN ANY LIBOR RATE LOAN, SUCH LENDER SHALL PROMPTLY GIVE NOTICE THEREOF TO
THE ADMINISTRATIVE AGENT AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY GIVE NOTICE
TO THE BORROWER AND THE OTHER LENDERS.
THEREAFTER, UNTIL THE ADMINISTRATIVE
AGENT NOTIFIES THE BORROWER THAT SUCH CIRCUMSTANCES NO LONGER EXIST, (I) THE
OBLIGATIONS OF THE LENDERS TO MAKE LIBOR RATE LOANS AND THE RIGHT OF THE
BORROWER TO CONVERT ANY LOAN OR CONTINUE ANY LOAN AS A LIBOR RATE LOAN SHALL BE
SUSPENDED AND THEREAFTER THE BORROWER MAY SELECT ONLY BASE RATE LOANS HEREUNDER,
AND (II) IF ANY OF THE LENDERS MAY NOT LAWFULLY CONTINUE TO MAINTAIN A LIBOR
RATE LOAN TO THE END OF THE THEN CURRENT INTEREST PERIOD APPLICABLE THERETO AS A
LIBOR RATE LOAN, THE APPLICABLE LIBOR RATE LOAN SHALL IMMEDIATELY BE CONVERTED
TO A BASE RATE LOAN FOR THE REMAINDER OF SUCH INTEREST PERIOD.
SECTION 4.9
Indemnity.
The Borrower hereby indemnifies each of the
Lenders against any loss or expense which may arise or be attributable to each
Lender's obtaining, liquidating or employing deposits or other funds acquired to
effect, fund or maintain any Loan (a) as a consequence of any failure by the
Borrower to make any payment when due of any amount due hereunder in connection
with a LIBOR Rate Loan, (b) due to any failure of the Borrower to borrow,
continue or convert on a date specified therefor in a Notice of Borrowing or
Notice of Conversion/Continuation or (c) due to any payment, prepayment or
conversion of any LIBOR Rate Loan on a date other than the last day of the
Interest Period therefor.
The amount of such loss or expense shall be
determined, in the applicable Lender's sole discretion, based upon the
assumption that such Lender funded its Commitment Percentage of the LIBOR Rate
Loans in the London interbank market and using any reasonable attribution or
averaging methods which such Lender deems appropriate and practical.
A
certificate of such Lender setting forth the basis for
40
determining such amount or amounts necessary to compensate such Lender shall be
forwarded to the