(B)
THE REQUIRED LENDERS ADVISE THE
ADMINISTRATIVE AGENT THAT THE LIBOR RATE AS DETERMINED BY THE ADMINISTRATIVE
AGENT WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH LENDERS OF
MAINTAINING OR FUNDING LIBOR LOANS FOR SUCH INTEREST PERIOD (TAKING INTO ACCOUNT
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