WOULD BE TO
CARRY SUCH INTEREST PERIOD INTO ANOTHER CALENDAR MONTH, IN WHICH EVENT SUCH
INTEREST PERIOD SHALL END ON THE IMMEDIATELY PRECEDING BANKING BUSINESS DAY.
E.
THE APPLICABLE LIBO RATE AND BASE RATE SHALL BE DETERMINED BY THE
AGENT BANK, AND NOTICE THEREOF SHALL BE GIVEN PROMPTLY TO BORROWERS AND
LENDERS.
EACH DETERMINATION OF THE APPLICABLE BASE RATE AND LIBO RATE SHALL BE
CONCLUSIVE AND BINDING UPON THE BORROWERS, IN THE ABSENCE OF MANIFEST OR
DEMONSTRABLE ERROR.
THE AGENT BANK SHALL, UPON WRITTEN REQUEST OF BORROWERS OR
ANY LENDER, DELIVER TO BORROWERS OR SUCH LENDER, AS THE CASE MAY BE, A STATEMENT
SHOWING THE COMPUTATIONS USED BY THE AGENT BANK IN DETERMINING ANY RATE
HEREUNDER.
F.
COMPUTATION OF FEES AND INTEREST ON ALL BASE RATE LOANS AND
LIBOR LOANS SHALL BE CALCULATED ON THE BASIS OF A YEAR OF THREE HUNDRED SIXTY
(360) DAYS AND THE ACTUAL NUMBER OF DAYS ELAPSED.
THE APPLICABLE BASE RATE
SHALL BE EFFECTIVE THE SAME DAY AS A CHANGE IN THE BASE RATE IS ANNOUNCED BY WFB
AS BEING EFFECTIVE.
G.
IF WITH RESPECT TO ANY INTEREST PERIOD, (A) THE AGENT BANK
REASONABLY DETERMINES (WHICH DETERMINATION SHALL BE BINDING AND CONCLUSIVE ON
BORROWERS) THAT BY REASON OF CIRCUMSTANCES AFFECTING THE INTER-BANK EURODOLLAR
MARKET ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE
APPLICABLE LIBO RATE, OR (B) REQUISITE LENDERS ADVISE AGENT BANK THAT THE LIBO
RATE AS DETERMINED BY AGENT BANK WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST
TO SUCH LENDERS OF MAINTAINING OR FUNDING, FOR SUCH INTEREST PERIOD, A LIBOR
LOAN UNDER THE CREDIT FACILITY, THEN SO LONG AS SUCH CIRCUMSTANCES SHALL
CONTINUE:
(I) AGENT BANK SHALL PROMPTLY NOTIFY BORROWERS THEREOF, (II) THE
LENDERS SHALL NOT BE UNDER ANY OBLIGATION TO MAKE A LIBOR LOAN OR CONVERT A BASE
RATE LOAN INTO A LIBOR LOAN FOR WHICH SUCH CIRCUMSTANCES EXIST, AND (III) ON THE
LAST DAY OF THE THEN CURRENT INTEREST PERIOD, THE LIBOR LOAN FOR WHICH SUCH
CIRCUMSTANCES EXIST SHALL, UNLESS THEN REPAID IN FULL, AUTOMATICALLY CONVERT TO
A BASE RATE LOAN.
H.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CREDIT AGREEMENT, IF,
AFTER THE RESTATEMENT DATE, ANY LAW, RULE, REGULATION, TREATY, INTERPRETATION OR
DIRECTIVE (WHETHER HAVING THE FORCE OF LAW OR NOT) OR ANY CHANGE THEREIN SHALL
MAKE IT UNLAWFUL FOR ANY LENDER TO MAKE OR MAINTAIN LIBOR LOANS, THEN (I) THE
COMMITMENT AND AGREEMENT TO MAINTAIN LIBOR LOANS AS TO SUCH LENDER SHALL
IMMEDIATELY BE SUSPENDED, AND (II) UNLESS REQUIRED TO BE TERMINATED EARLIER,
LIBOR LOANS AS TO SUCH
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LENDER, IF ANY, SHALL BE CONVERTED ON THE LAST DAY OF THE THEN CURRENT INTEREST
PERIOD APPLICABLE THERETO TO BASE RATE LOANS.
IF IT SHALL BECOME LAWFUL FOR
SUCH LENDER TO AGAIN MAINTAIN LIBOR LOANS, THEN BORROWERS MAY ONCE AGAIN AS TO
SUCH LENDER REQUEST CONVERSIONS TO THE LIBO RATE.
DURING ANY PERIOD OF SUCH
SUSPENSION, SUCH LENDER SHALL MAKE BASE RATE LOANS.
I.
THE BORROWERS AGREE THAT UPON WRITTEN NOTICE BY: (Y) AGENT BANK
OR (Z) ANY