manifest error, shall be final,
conclusive and binding for all purposes, absent manifest error.
SECTION 2.15.
INABILITY TO DETERMINE INTEREST RATES.
IF PRIOR TO THE
COMMENCEMENT OF ANY INTEREST PERIOD FOR ANY EURODOLLAR BORROWING,
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED IN GOOD FAITH
(WHICH DETERMINATION SHALL BE CONCLUSIVE AND BINDING UPON THE BORROWERS) THAT,
BY REASON OF CIRCUMSTANCES AFFECTING THE RELEVANT INTERBANK MARKET, ADEQUATE
MEANS DO NOT EXIST FOR ASCERTAINING LIBOR FOR SUCH INTEREST PERIOD, OR
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM THE
REQUIRED LENDERS THAT SUCH LENDERS HAVE DETERMINED THAT THE ADJUSTED LIBO RATE
DOES NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH LENDERS (OR LENDER, AS
THE CASE MAY BE) OF MAKING, FUNDING OR MAINTAINING THEIR (OR ITS, AS THE CASE
MAY BE) EURODOLLAR LOANS FOR SUCH INTEREST PERIOD (SUCH NOTICE TO SET FORTH SUCH
DETERMINATION IN REASONABLE DETAIL),
the Administrative Agent shall give written notice (or telephonic notice,
promptly confirmed in writing) to the Administrative Borrower and to the Lenders
as soon as practicable thereafter, setting forth such determination in
reasonable detail.
In the case of Eurodollar Loans, until the Administrative
Agent shall notify the Administrative Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) the obligations of
the Lenders to make Eurodollar Revolving Loans or to continue or convert
outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) all
such affected Loans shall be converted into Base Rate Loans on the last day of
the then current Interest Period applicable thereto unless the
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Borrowers prepay such Loans in accordance with this Agreement.
Unless the
Administrative Borrower notifies the Administrative Agent at least one Business
Day before the date of any Eurodollar Revolving Borrowing for which a Notice of
Revolving Borrowing has previously been given that it elects not to borrow on
such date, then such Revolving Borrowing shall be made as a Base Rate Borrowing.
SECTION 2.16.
ILLEGALITY.
IF ANY CHANGE IN LAW SHALL MAKE IT UNLAWFUL OR
IMPOSSIBLE FOR ANY LENDER TO MAKE, MAINTAIN OR FUND ANY EURODOLLAR LOAN AND SUCH
LENDER SHALL SO NOTIFY THE ADMINISTRATIVE AGENT THEREOF IN REASONABLE DETAIL,
THE ADMINISTRATIVE AGENT SHALL PROMPTLY GIVE NOTICE THEREOF IN REASONABLE DETAIL
TO THE ADMINISTRATIVE BORROWER AND THE OTHER LENDERS, WHEREUPON UNTIL SUCH
LENDER NOTIFIES THE ADMINISTRATIVE AGENT AND THE ADMINISTRATIVE BORROWER THAT
THE CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION NO LONGER EXIST, THE OBLIGATION
OF SUCH LENDER TO MAKE EURODOLLAR REVOLVING LOANS, OR TO CONTINUE OR CONVERT
OUTSTANDING LOANS AS OR INTO EURODOLLAR LOANS, SHALL BE SUSPENDED.
IN THE CASE
OF THE MAKING OF A EURODOLLAR REVOLVING BORROWING, SUCH LENDER'S REVOLVING LOAN
SHALL BE MADE AS A BASE RATE LOAN AS PART OF THE SAME REVOLVING BORROWING FOR
THE SAME INTEREST PERIOD AND IF THE AFFECTED EURODOLLAR LOAN IS THEN
OUTSTANDING, SUCH LOAN SHALL BE CONVERTED TO A BASE RATE LOAN EITHER (I) ON THE
LAST DAY OF THE THEN CURRENT INTEREST PERIOD APPLICABLE TO SUCH