BE MADE AS A BASE RATE LOAN, (II) ANY BASE RATE LOAN
THAT WAS TO HAVE BEEN CONVERTED TO A LIBOR LOAN SHALL BE CONTINUED AS A BASE
RATE LOAN, AND (III) ANY OUTSTANDING LIBOR LOAN SHALL BE CONVERTED, ON THE LAST
DAY OF THEN CURRENT INTEREST PERIOD WITH RESPECT THERETO, TO A BASE RATE LOAN.
UNTIL SUCH NOTICE HAS BEEN WITHDRAWN BY THE AGENT OR SUCH LENDER, NO FURTHER
LIBOR LOAN SHALL BE MADE NOR SHALL THE COMPANY HAVE THE RIGHT TO CONVERT A BASE
RATE LOAN TO A LIBOR LOAN.
8.11
IF ANY PAYMENT ON A LIBOR LOAN BECOMES DUE AND PAYABLE ON A DAY
OTHER THAN A BUSINESS DAY OR WORKING DAY, THE MATURITY THEREOF SHALL BE EXTENDED
TO THE NEXT SUCCEEDING BUSINESS DAY OR WORKING DAY UNLESS THE RESULT OF SUCH
EXTENSION WOULD BE TO EXTEND SUCH PAYMENT INTO ANOTHER CALENDAR MONTH IN WHICH
EVENT SUCH PAYMENT SHALL BE MADE ON THE IMMEDIATELY PRECEDING BUSINESS DAY OR
WORKING DAY.
8.12
NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, IF ANY LAW,
REGULATION, TREATY OR DIRECTIVE OR ANY CHANGE THEREIN, OR IN THE INTERPRETATION
OR APPLICATION THEREOF, SHALL MAKE IT UNLAWFUL FOR THE AGENT OR ANY LENDER TO
MAKE OR MAINTAIN LIBOR LOANS AS CONTEMPLATED HEREIN, THE THEN OUTSTANDING LIBOR
LOANS, IF ANY, SHALL BE CONVERTED AUTOMATICALLY TO BASE RATE LOANS AS OF THE END
OF SUCH MONTH, OR WITHIN SUCH EARLIER PERIOD AS REQUIRED BY LAW. ANY ADDITIONAL
AMOUNTS NECESSARY TO COMPENSATE THE AGENT OR SUCH LENDER FOR ANY COSTS INCURRED
BY THE AGENT OR SUCH LENDER IN MAKING ANY CONVERSION IN ACCORDANCE WITH THIS
SECTION 8 INCLUDING, BUT NOT LIMITED TO, ANY INTEREST OR FEES PAYABLE BY THE
AGENT OR SUCH LENDER TO LENDERS OF FUNDS OBTAINED BY THE AGENT OR SUCH LENDER IN
ORDER TO MAKE OR MAINTAIN LIBOR LOANS HEREUNDER SHALL BE DEEMED OBLIGATIONS
HEREUNDER AND MAY BE POSTED BY THE AGENT TO THE REVOLVING LOAN ACCOUNT IN THE
ORDINARY COURSE.
8.13
THE COMPANY AGREES TO INDEMNIFY AND TO HOLD THE AGENT AND ANY
LENDER (INCLUDING ANY PARTICIPANT) HARMLESS FROM ANY LOSS OR EXPENSE WHICH THE
AGENT OR SUCH LENDER OR SUCH PARTICIPANT MAY SUSTAIN OR INCUR AS A CONSEQUENCE
OF:
(A) DEFAULT BY THE COMPANY IN PAYMENT OF THE PRINCIPAL AMOUNT OF OR
INTEREST ON ANY LIBOR LOANS, AS AND WHEN THE SAME SHALL BE DUE AND PAYABLE IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY
SUCH LOSS OR EXPENSE ARISING FROM INTEREST OR FEES PAYABLE BY THE AGENT OR SUCH
LENDER OR PARTICIPANT TO LENDERS OF FUNDS OBTAINED BY EITHER OF THEM IN ORDER TO
MAINTAIN THE LIBOR LOANS HEREUNDER; (B) DEFAULT BY THE COMPANY IN MAKING A
BORROWING OR CONVERSION AFTER THE COMPANY HAS GIVEN A NOTICE IN ACCORDANCE WITH
SECTION 8.7 HEREOF; (C) ANY PREPAYMENT OF LIBOR LOANS ON A DAY WHICH IS NOT THE
LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, INCLUDING, WITHOUT
LIMITATION, PREPAYMENTS ARISING AS A RESULT OF THE APPLICATION OF THE