BE IRREVOCABLE AND
BINDING ON BORROWERS.
IN CONNECTION WITH EACH LIBOR RATE LOAN, BORROWERS SHALL
JOINTLY AND SEVERALLY INDEMNIFY, DEFEND, AND HOLD THE AGENT AND THE LENDERS
HARMLESS AGAINST ANY LOSS, COST, OR EXPENSE INCURRED BY THE AGENT OR ANY LENDER
AS A RESULT OF (A) THE PAYMENT OF ANY PRINCIPAL OF ANY LIBOR RATE LOAN OTHER
THAN ON THE LAST DAY OF AN INTEREST PERIOD APPLICABLE THERETO (INCLUDING AS A
RESULT OF AN EVENT OF DEFAULT), (B) THE CONVERSION OF ANY LIBOR RATE LOAN OTHER
THAN ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, OR (C) THE
FAILURE TO BORROW (OTHER THAN SOLELY AS A RESULT OF THE FAILURE OF AGENT OR A
LENDER TO MAKE THE TERM LOAN B REQUIRED TO BE MADE PURSUANT TO THE TERMS
HEREOF), CONVERT, CONTINUE OR PREPAY ANY LIBOR RATE LOAN ON THE DATE SPECIFIED
IN ANY LIBOR NOTICE DELIVERED PURSUANT HERETO (SUCH LOSSES, COSTS, AND EXPENSES,
COLLECTIVELY, "FUNDING LOSSES").
FUNDING LOSSES SHALL, WITH RESPECT TO THE
AGENT OR ANY LENDER, BE DEEMED TO EQUAL THE AMOUNT DETERMINED BY THE AGENT OR
SUCH LENDER TO BE THE EXCESS, IF ANY, OF (I) THE AMOUNT OF INTEREST THAT WOULD
HAVE ACCRUED ON THE PRINCIPAL AMOUNT OF SUCH LIBOR RATE LOAN HAD SUCH EVENT NOT
OCCURRED, AT THE LIBOR RATE THAT WOULD HAVE BEEN APPLICABLE THERETO, FOR THE
PERIOD FROM THE DATE OF SUCH EVENT TO THE LAST DAY OF THE THEN CURRENT INTEREST
PERIOD THEREFOR (OR, IN THE CASE OF A FAILURE TO BORROW, CONVERT OR CONTINUE,
FOR THE PERIOD THAT WOULD HAVE BEEN THE INTEREST PERIOD THEREFOR), MINUS
(II) THE AMOUNT OF INTEREST THAT WOULD ACCRUE ON SUCH PRINCIPAL AMOUNT FOR SUCH
PERIOD AT THE INTEREST RATE WHICH THE AGENT OR SUCH LENDER WOULD BE OFFERED WERE
IT TO BE OFFERED, AT THE
17
COMMENCEMENT OF SUCH PERIOD, DOLLAR DEPOSITS OF A COMPARABLE AMOUNT AND PERIOD
IN THE LONDON INTERBANK MARKET.
A CERTIFICATE OF THE AGENT OR A LENDER
DELIVERED TO ADMINISTRATIVE BORROWER SETTING FORTH ANY AMOUNT OR AMOUNTS THAT
THE AGENT OR SUCH LENDER IS ENTITLED TO RECEIVE PURSUANT TO THIS SECTION 2.13
SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
(III)
BORROWERS SHALL HAVE NOT MORE THAN FOUR
(4) LIBOR RATE LOANS IN EFFECT AT ANY GIVEN TIME.
WITH RESPECT TO LIBOR RATE
LOANS, BORROWERS ONLY MAY EXERCISE THE LIBOR OPTION FOR LIBOR RATE LOANS OF A
PRINCIPAL AMOUNT OF AT LEAST $1,000,000 AND INTEGRAL MULTIPLES OF A PRINCIPAL
AMOUNT OF $500,000 IN EXCESS THEREOF.
(C)
PREPAYMENTS.
BORROWERS MAY PREPAY LIBOR RATE LOANS AT ANY TIME;
PROVIDED, HOWEVER, THAT IN THE EVENT THAT LIBOR RATE LOANS ARE PREPAID ON ANY
DATE THAT IS NOT THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO,
INCLUDING AS A RESULT OF ANY AUTOMATIC PREPAYMENT THROUGH THE REQUIRED
APPLICATION BY THE AGENT OF PROCEEDS OF LOAN PARTIES' COLLECTIONS IN ACCORDANCE
WITH SECTION 2.4(B) OR FOR ANY OTHER REASON, INCLUDING EARLY TERMINATION OF THE
TERM OF THIS AGREEMENT OR ACCELERATION OF ALL OR ANY PORTION