THREE HUNDRED SIXTY-SIX (366), DAYS AND THE ACTUAL NUMBER OF DAYS ELAPSED.
COMPUTATION OF INTEREST ON ALL 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 BORROWER)
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, THEN
SO LONG AS SUCH CIRCUMSTANCES SHALL CONTINUE:
(I) AGENT BANK SHALL PROMPTLY
NOTIFY BORROWER 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
44
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 EFFECTIVE 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 (WHICH TERMINATION SHALL BE WITHOUT BREAKAGE CHARGES), LIBOR LOANS AS TO
SUCH 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 BORROWER 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 BORROWER AGREES THAT UPON WRITTEN NOTICE BY: (Y) AGENT BANK OR
(Z) ANY LENDER TO THE BORROWER (WITH A COPY OF SUCH NOTICE CONCURRENTLY
DELIVERED TO AGENT BANK) TO THE EFFECT THAT A PROMISSORY NOTE OR OTHER EVIDENCE
OF INDEBTEDNESS IS REQUIRED FOR SUCH LENDER IN ORDER FOR SUCH LENDER TO EVIDENCE
(WHETHER FOR THE PURPOSES OF PLEDGE, ENFORCEMENT OR OTHERWISE) THE BORROWINGS
OWING TO, OR TO BE MADE BY, SUCH LENDER:
(I)
THE BORROWER SHALL PROMPTLY EXECUTE AND DELIVER TO EACH LENDER A
PROMISSORY NOTE PAYABLE TO THE ORDER OF EACH SUCH LENDER (EACH INDIVIDUALLY A
"REPLACEMENT NOTE" AND COLLECTIVELY THE "REPLACEMENT NOTES") IN THE FORM OF THE
REVOLVING CREDIT NOTE IN THE AMOUNT OF SUCH REQUIRING LENDER'S RESPECTIVE
SYNDICATION