last Banking Business
Day of such month.
If any Interest Period would otherwise expire on a day which
is not a Banking Business Day, the Interest Period shall be extended to expire
on the next succeeding Banking Business Day, unless the result of such extension
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
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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 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