TO DETERMINE APPLICABLE INTEREST
RATE.
IN THE EVENT THAT (X) THE AGENT SHALL HAVE DETERMINED (WHICH
DETERMINATION SHALL BE FINAL AND CONCLUSIVE AND BINDING UPON ALL PARTIES
HERETO), ON ANY INTEREST RATE DETERMINATION DATE WITH RESPECT TO ANY EURODOLLAR
LOANS, THAT BY REASON 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", OR (Y) PRIOR TO THE COMMENCEMENT OF ANY INTEREST
PERIOD WITH RESPECT TO EURODOLLAR LOANS THE AGENT IS ADVISED BY THE REQUISITE
LENDERS THAT THE ADJUSTED EURODOLLAR RATE FOR SUCH INTEREST PERIOD WILL NOT
ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH LENDERS OF MAKING OR MAINTAINING
SUCH EURODOLLAR LOANS FOR SUCH INTEREST PERIOD, THE AGENT SHALL ON SUCH DATE
GIVE NOTICE (BY FACSIMILE OR BY TELEPHONE CONFIRMED IN WRITING) TO BORROWER AND
EACH LENDER OF SUCH DETERMINATION, WHEREUPON (I) NO LOANS MAY BE MADE AS, OR
CONVERTED TO, EURODOLLAR LOANS UNTIL SUCH TIME AS THE AGENT NOTIFIES BORROWER
AND LENDERS THAT THE CIRCUMSTANCES GIVING RISE TO SUCH NOTICE NO LONGER EXIST,
AND (II) ANY NOTICE OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION GIVEN BY
BORROWER WITH RESPECT TO THE LOANS IN RESPECT OF WHICH SUCH DETERMINATION WAS
MADE SHALL BE DEEMED TO BE RESCINDED BY BORROWER.
(B)
ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR
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 THE AGENT) THAT THE
MAKING, MAINTAINING OR CONTINUATION OF ITS EURODOLLAR 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
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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 OR THE
POSITION OF SUCH LENDER IN THAT MARKET, THEN, AND IN ANY SUCH EVENT, SUCH LENDER
SHALL BE AN "AFFECTED LENDER" AND IT SHALL ON THAT DAY GIVE NOTICE (BY FACSIMILE
OR BY TELEPHONE CONFIRMED IN WRITING) TO BORROWER AND THE AGENT OF SUCH
DETERMINATION (WHICH NOTICE THE 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 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 LOAN THEN BEING REQUESTED BY
BORROWER PURSUANT TO A NOTICE OF BORROWING OR A NOTICE OF
CONVERSION/CONTINUATION, THE AFFECTED LENDER SHALL MAKE SUCH LOAN AS (OR
CONTINUE SUCH LOAN AS OR CONVERT SUCH LOAN TO, AS THE CASE