(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 LIBOR LOANS
DURING SUCH INTEREST PERIOD, THE ADMINISTRATIVE AGENT WILL FORTHWITH SO NOTIFY
THE BORROWER AND THE LENDERS. UPON SUCH NOTICE, (I) ALL THEN OUTSTANDING LIBOR
LOANS SHALL AUTOMATICALLY, ON THE EXPIRATION DATE OF THE RESPECTIVE INTEREST
PERIODS APPLICABLE THERETO (UNLESS THEN REPAID IN FULL), BE CONVERTED INTO BASE
RATE LOANS, (II) THE OBLIGATION OF THE LENDERS TO MAKE, TO CONVERT BASE RATE
LOANS INTO, OR TO CONTINUE, LIBOR LOANS SHALL BE SUSPENDED (INCLUDING PURSUANT
TO THE BORROWING TO WHICH
49
SUCH INTEREST PERIOD APPLIES), AND (III) ANY NOTICE OF BORROWING OR NOTICE OF
CONVERSION/CONTINUATION GIVEN AT ANY TIME THEREAFTER WITH RESPECT TO LIBOR LOANS
SHALL BE DEEMED TO BE A REQUEST FOR BASE RATE LOANS, 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 BORROWER AND THE LENDERS. THE ADMINISTRATIVE AGENT WILL NOTIFY THE BORROWER
PROMPTLY UPON THE TERMINATION OF ANY SUCH SUSPENSION; PROVIDED, HOWEVER, THAT
THE FAILURE OF THE ADMINISTRATIVE AGENT TO PROVIDE THE BORROWER WITH ANY SUCH
NOTICE SHALL NOT RESULT IN ANY LIABILITY ON THE PART OF THE ADMINISTRATIVE AGENT
TO THE BORROWER.
(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, SUCH LENDER WILL FORTHWITH SO NOTIFY
THE ADMINISTRATIVE AGENT AND THE BORROWER. UPON SUCH NOTICE, (I) EACH OF SUCH
LENDER'S THEN OUTSTANDING LIBOR LOANS SHALL AUTOMATICALLY, ON THE EXPIRATION
DATE OF THE RESPECTIVE INTEREST PERIOD APPLICABLE THERETO (OR, TO THE EXTENT ANY
SUCH LIBOR LOAN MAY NOT LAWFULLY BE MAINTAINED AS A LIBOR LOAN UNTIL SUCH
EXPIRATION DATE, UPON SUCH NOTICE) AND TO THE EXTENT NOT SOONER PREPAID, BE
CONVERTED INTO A BASE RATE LOAN, (II) THE OBLIGATION OF SUCH LENDER TO