AFFECTING MONEY
OR FINANCIAL MARKETS IN THE UNITED STATES OF AMERICA OR THE LONDON INTERBANK
MARKET, RATES OF INTEREST OR THE COST OF MAKING OR MAINTAINING LOANS, THE RATE
OF INTEREST REFERRED TO IN THE DEFINITION OF "LIBOR" IN SECTION 1.01 HEREOF UPON
THE BASIS OF WHICH THE RATE OF INTEREST OF ANY LIBOR LOANS FOR SUCH PERIOD IS
DETERMINED DOES NOT ACCURATELY REFLECT THE COST TO THE BANKS OF MAKING OR
MAINTAINING SUCH LOANS FOR SUCH PERIOD;
then the Administrative Agent shall give the Borrower prompt notice thereof, and
so long as such condition remains in effect, the Banks shall be under no
obligation to make LIBOR Loans and the Borrower shall, on the last day(s) of the
then current Interest Period(s) for the outstanding LIBOR Loans, either prepay
such LIBOR Loans in accordance with Section 2.07 hereof or Convert such LIBOR
Loans into Base Rate Loans in accordance with Section 2.18 hereof.
SECTION 2.17.
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS
AGREEMENT, IN THE EVENT THAT IT BECOMES UNLAWFUL FOR ANY BANK TO (I) HONOR ITS
OBLIGATIONS TO MAKE LIBOR LOANS HEREUNDER OR (II) MAINTAIN LIBOR LOANS
HEREUNDER, THEN SUCH BANK SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT AND THE
BORROWER THEREOF, AND SUCH BANK'S OBLIGATION TO MAKE OR MAINTAIN LIBOR LOANS
HEREUNDER SHALL BE SUSPENDED UNTIL SUCH TIME AS SUCH AFFECTED BANK(S) MAY AGAIN
MAKE AND MAINTAIN LIBOR LOANS AND SUCH BANK'S OUTSTANDING LIBOR LOANS SHALL BE
CONVERTED INTO BASE RATE LOANS IN ACCORDANCE WITH SECTION 2.18 AND SECTION 2.19
HEREOF; PROVIDED, HOWEVER, THAT THIS SECTION 2.17 SHALL NOT APPLY TO THOSE OTHER
BANKS FOR WHOM IT DOES NOT BECOME UNLAWFUL TO HONOR OR MAINTAIN LIBOR LOANS
HEREUNDER.
SECTION 2.18.
CERTAIN CONVERSIONS PURSUANT TO SECTION 2.16 AND SECTION
2.17.
IF THE LIBOR LOANS ARE TO BE CONVERTED PURSUANT TO SECTION 2.16 OR
SECTION 2.17 HEREOF, SUCH LIBOR LOANS SHALL BE CONVERTED INTO BASE RATE LOANS ON
THE LAST DAY(S) OF THE THEN CURRENT INTEREST PERIOD(S) FOR SUCH LIBOR LOANS (OR
ON SUCH EARLIER DATE AS THE ADMINISTRATIVE AGENT MAY SPECIFY TO THE BORROWER)
AND, UNTIL THE ADMINISTRATIVE AGENT GIVES NOTICE THAT THE CIRCUMSTANCES
SPECIFIED IN SECTION 2.16 OR SECTION 2.17 HEREOF WHICH GAVE RISE TO SUCH
CONVERSION NO LONGER EXIST:
(A)
TO THE EXTENT THAT SUCH LIBOR LOANS HAVE BEEN SO CONVERTED, ALL
PAYMENTS AND PREPAYMENTS OF PRINCIPAL WHICH WOULD OTHERWISE BE APPLIED TO SUCH
LIBOR LOANS SHALL BE APPLIED INSTEAD TO BASE RATE LOANS; AND
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(B)
ALL LOANS WHICH WOULD OTHERWISE BE MADE AS LIBOR LOANS SHALL BE
MADE INSTEAD AS BASE RATE LOANS AND ALL BASE RATE LOANS WHICH WOULD OTHERWISE BE
CONVERTED INTO LIBOR LOANS SHALL REMAIN AS BASE RATE LOANS OR BE PREPAID BY THE
BORROWER.
SECTION 2.19.
INDEMNIFICATION.
THE BORROWER SHALL PAY TO ANY BANK,
UPON THE REQUEST OF SUCH BANK, SUCH AMOUNT OR AMOUNTS AS SHALL COMPENSATE SUCH
BANK FOR ANY LOSS, COST OR EXPENSE INCURRED BY SUCH BANK (AS DETERMINED BY SUCH
BANK) AS A RESULT OF:
(A)
THE