PERIOD, OR THAT A
FUNDAMENTAL CHANGE HAS OCCURRED IN THE FOREIGN EXCHANGE OR INTERBANK MARKETS
WITH RESPECT TO ANY FOREIGN CURRENCY (INCLUDING, WITHOUT LIMITATION, CHANGES IN
NATIONAL OR INTERNATIONAL FINANCIAL, POLITICAL OR ECONOMIC CONDITIONS OR
CURRENCY EXCHANGE RATES OR EXCHANGE CONTROLS), (Y) THE ADMINISTRATIVE AGENT
SHALL HAVE DETERMINED THAT ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR
ASCERTAINING THE APPLICABLE LIBOR RATE FOR SUCH INTEREST PERIOD OR (Z) THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED WRITTEN NOTICE FROM THE REQUIRED
LENDERS OF THEIR DETERMINATION THAT THE RATE OF INTEREST REFERRED TO IN THE
DEFINITION OF "LIBOR RATE" UPON THE BASIS OF WHICH THE ADJUSTED LIBOR RATE FOR
LIBOR LOANS FOR SUCH INTEREST PERIOD IS TO BE DETERMINED WILL NOT ADEQUATELY AND
FAIRLY REFLECT THE COST TO SUCH LENDERS OF MAKING OR MAINTAINING THE RELEVANT
TYPE OF LIBOR LOANS DURING SUCH INTEREST PERIOD, THE ADMINISTRATIVE AGENT WILL
FORTHWITH SO NOTIFY THE COMPANY AND THE LENDERS. UPON SUCH NOTICE, (I) ALL THEN
OUTSTANDING LIBOR LOANS OF EACH AFFECTED CURRENCY AND/OR INTEREST PERIOD TYPE
SPECIFIED IN SUCH NOTICE (EACH, A "RELEVANT TYPE") SHALL AUTOMATICALLY, ON THE
EXPIRATION DATE OF THE RESPECTIVE INTEREST PERIODS APPLICABLE THERETO (UNLESS
THEN REPAID IN FULL), BE CONVERTED INTO BASE RATE LOANS (PROVIDED THAT ANY
AFFECTED OUTSTANDING FOREIGN CURRENCY REVOLVING LOAN SHALL BE REPAID IN FULL ON
THE LAST DAY OF THE INTEREST PERIOD THEREFOR), (II) THE OBLIGATION OF THE
LENDERS TO MAKE, TO CONVERT BASE RATE LOANS INTO, OR TO CONTINUE, LIBOR LOANS OF
EACH RELEVANT TYPE SHALL BE SUSPENDED (INCLUDING PURSUANT TO THE BORROWING TO
WHICH SUCH INTEREST PERIOD APPLIES), AND (III) ANY NOTICE OF BORROWING OR NOTICE
OF CONVERSION/CONTINUATION GIVEN AT ANY TIME THEREAFTER WITH RESPECT TO EACH
RELEVANT TYPE OF LIBOR LOANS SHALL BE DEEMED TO BE A REQUEST FOR BASE RATE LOANS
(PROVIDED THAT ANY SUCH NOTICE WITH RESPECT TO ANY FOREIGN CURRENCY REVOLVING
LOANS CONSTITUTING A RELEVANT TYPE SHALL BE DISREGARDED), IN EACH CASE UNTIL THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, AS THE CASE MAY BE, SHALL HAVE
DETERMINED THAT THE CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION NO LONGER EXIST
(AND THE REQUIRED LENDERS, IF MAKING SUCH DETERMINATION, SHALL HAVE SO NOTIFIED
THE ADMINISTRATIVE AGENT), AND THE ADMINISTRATIVE AGENT SHALL HAVE SO NOTIFIED
THE COMPANY AND THE LENDERS.
(D)
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IF, AT ANY
TIME AFTER THE DATE HEREOF AND FROM TIME TO TIME, ANY LENDER SHALL HAVE
DETERMINED IN GOOD FAITH THAT THE INTRODUCTION OF OR ANY CHANGE IN ANY
APPLICABLE LAW, RULE OR REGULATION OR IN THE INTERPRETATION OR ADMINISTRATION
THEREOF BY ANY GOVERNMENTAL AUTHORITY CHARGED WITH THE INTERPRETATION OR
ADMINISTRATION THEREOF, OR COMPLIANCE WITH ANY GUIDELINE OR REQUEST FROM ANY
SUCH GOVERNMENTAL AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF LAW), HAS OR
WOULD HAVE THE EFFECT OF MAKING IT UNLAWFUL FOR SUCH LENDER TO MAKE OR TO
CONTINUE TO MAKE OR MAINTAIN LIBOR LOANS OF ANY TYPE, SUCH LENDER WILL FORTHWITH
SO NOTIFY THE ADMINISTRATIVE AGENT AND THE COMPANY. UPON SUCH NOTICE, (I) EACH