OF
CIRCUMSTANCES AFFECTING THE LONDON INTERBANK MARKET ADEQUATE AND FAIR MEANS DO
NOT EXIST FOR ASCERTAINING THE INTEREST RATE APPLICABLE TO SUCH LOANS ON THE
BASIS PROVIDED FOR IN THE DEFINITION OF ADJUSTED EURODOLLAR RATE, ADMINISTRATIVE
AGENT SHALL ON SUCH DATE GIVE NOTICE (BY TELEFACSIMILE OR BY TELEPHONE CONFIRMED
IN WRITING) TO BORROWER AND EACH LENDER OF SUCH DETERMINATION,
53
WHEREUPON (I) NO LOANS MAY BE MADE AS, OR CONVERTED TO, EURODOLLAR RATE LOANS
UNTIL SUCH TIME AS ADMINISTRATIVE AGENT NOTIFIES BORROWER AND LENDERS THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH NOTICE NO LONGER EXIST, AND (II) ANY FUNDING
NOTICE OR CONVERSION/CONTINUATION NOTICE GIVEN BY BORROWER WITH RESPECT TO THE
LOANS IN RESPECT OF WHICH SUCH DETERMINATION WAS MADE SHALL BE DEEMED TO BE
RESCINDED BY BORROWER UNLESS BORROWER DELIVERS WRITTEN NOTICE TO ADMINISTRATIVE
AGENT THAT IT DESIRES TO HAVE THE LOANS FUNDED OR CONTINUED, AS THE CASE MAY BE,
AS BASE RATE LOANS, IN WHICH CASE THEY SHALL BE SO FUNDED OR CONTINUED, AS THE
CASE MAY BE.
(B)
ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR RATE LOANS. IN THE
EVENT THAT ON ANY DATE ANY LENDER SHALL HAVE DETERMINED (WHICH DETERMINATION
SHALL BE FINAL AND CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO BUT SHALL BE
MADE ONLY AFTER CONSULTATION WITH BORROWER AND ADMINISTRATIVE AGENT) THAT THE
MAKING, MAINTAINING OR CONTINUATION OF ITS EURODOLLAR RATE LOANS (I) HAS BECOME
UNLAWFUL AS A RESULT OF COMPLIANCE BY SUCH LENDER IN GOOD FAITH WITH ANY LAW,
TREATY, GOVERNMENTAL RULE, REGULATION, GUIDELINE OR ORDER (OR WOULD CONFLICT
WITH ANY SUCH TREATY, GOVERNMENTAL RULE, REGULATION, GUIDELINE OR ORDER NOT
HAVING THE FORCE OF LAW EVEN THOUGH THE FAILURE TO COMPLY THEREWITH WOULD NOT BE
UNLAWFUL), OR (II) HAS BECOME IMPRACTICABLE, AS A RESULT OF CONTINGENCIES
OCCURRING AFTER THE DATE HEREOF WHICH MATERIALLY AND ADVERSELY AFFECT THE LONDON
INTERBANK MARKET, THEN, AND IN ANY SUCH EVENT, SUCH LENDER SHALL BE AN "AFFECTED
LENDER" AND IT SHALL ON THAT DAY GIVE WRITTEN NOTICE (BY TELEFACSIMILE) TO
BORROWER AND ADMINISTRATIVE AGENT OF SUCH DETERMINATION (WHICH NOTICE
ADMINISTRATIVE AGENT SHALL PROMPTLY TRANSMIT TO EACH OTHER LENDER). THEREAFTER
(1) THE OBLIGATION OF THE AFFECTED LENDER TO MAKE LOANS AS, OR TO CONVERT LOANS
TO, EURODOLLAR RATE LOANS SHALL BE SUSPENDED UNTIL SUCH NOTICE SHALL BE
WITHDRAWN BY THE AFFECTED LENDER, (2) TO THE EXTENT SUCH DETERMINATION BY THE
AFFECTED LENDER RELATES TO A EURODOLLAR RATE LOAN THEN BEING REQUESTED BY
BORROWER PURSUANT TO A FUNDING NOTICE OR A CONVERSION/CONTINUATION NOTICE, THE
AFFECTED LENDER SHALL MAKE SUCH LOAN AS (OR CONTINUE SUCH LOAN AS OR CONVERT
SUCH LOAN TO, AS THE CASE MAY BE) A BASE RATE LOAN, (3) THE AFFECTED LENDER'S
OBLIGATION TO MAINTAIN ITS OUTSTANDING EURODOLLAR RATE LOANS (THE "AFFECTED
LOANS") SHALL BE TERMINATED AT THE EARLIER TO OCCUR OF THE EXPIRATION OF THE
INTEREST PERIOD THEN IN EFFECT WITH RESPECT TO THE AFFECTED LOANS OR WHEN
REQUIRED BY LAW, AND (4) THE AFFECTED LOANS SHALL AUTOMATICALLY CONVERT INTO
BASE RATE LOANS ON THE DATE OF SUCH TERMINATION.