RIGHT TO CONVERT
LOANS TO, LIBOR LOANS.
SECTION 5.03.
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, IN THE EVENT THAT ANY CHANGE AFTER THE DATE HEREOF IN ANY REQUIREMENT
OF LAW OR IN THE INTERPRETATION OR APPLICATION THEREOF SHALL MAKE IT UNLAWFUL
FOR ANY LENDER OR L/C LENDER OR ITS APPLICABLE LENDING OFFICE TO HONOR ITS
OBLIGATION TO MAKE OR MAINTAIN LIBOR LOANS OR ISSUE LETTERS OF CREDIT HEREUNDER
(AND, IN THE SOLE OPINION OF SUCH LENDER OR L/C LENDER, THE DESIGNATION OF A
DIFFERENT APPLICABLE LENDING OFFICE WOULD EITHER NOT AVOID SUCH UNLAWFULNESS OR
WOULD BE DISADVANTAGEOUS TO SUCH LENDER OR L/C LENDER), THEN SUCH LENDER OR L/C
LENDER SHALL PROMPTLY NOTIFY BORROWER THEREOF (WITH A COPY TO ADMINISTRATIVE
AGENT) AND SUCH LENDER'S OR L/C LENDER'S OBLIGATION TO MAKE OR CONTINUE, OR TO
CONVERT LOANS OF ANY OTHER TYPE INTO, LIBOR LOANS OR ISSUE LETTERS OF CREDIT
SHALL BE SUSPENDED UNTIL SUCH TIME AS SUCH LENDER OR L/C LENDER MAY AGAIN MAKE
AND MAINTAIN LIBOR LOANS OR ISSUE LETTERS OF CREDIT (IN WHICH CASE THE
PROVISIONS OF SECTION 5.04 SHALL BE APPLICABLE).
SECTION 5.04.
TREATMENT OF AFFECTED LOANS.
IF THE OBLIGATION OF ANY LENDER
TO MAKE LIBOR LOANS OR TO CONTINUE, OR TO CONVERT ABR LOANS INTO, LIBOR LOANS
SHALL BE SUSPENDED PURSUANT TO SECTION 5.03, SUCH LENDER'S LIBOR LOANS SHALL BE
AUTOMATICALLY CONVERTED INTO ABR LOANS ON THE LAST DAY(S) OF THE THEN CURRENT
INTEREST PERIOD(S) FOR SUCH LIBOR LOANS (OR ON SUCH EARLIER DATE AS SUCH LENDER
MAY SPECIFY TO BORROWER WITH A COPY TO ADMINISTRATIVE AGENT AS IS REQUIRED BY
LAW) AND, UNLESS AND UNTIL SUCH LENDER GIVES NOTICE AS
81
PROVIDED BELOW THAT THE CIRCUMSTANCES SPECIFIED IN SECTION 5.03 WHICH GAVE RISE
TO SUCH CONVERSION NO LONGER EXIST:
(i)
to the extent that such Lender's LIBOR Loans have been so
Converted, all payments and prepayments of principal which would otherwise be
applied to such Lender's LIBOR Loans shall be applied instead to its ABR Loans;
and
(ii)
all Loans which would otherwise be made or Continued by such
Lender as LIBOR Loans shall be made or Continued instead as ABR Loans and all
ABR Loans of such Lender which would otherwise be Converted into LIBOR Loans
shall remain as ABR Loans.
If such Lender gives notice to Borrower with a copy to Administrative Agent that
the circumstances specified in Section 5.03 which gave rise to the Conversion of
such Lender's LIBOR Loans pursuant to this Section 5.04 no longer exist (which
such Lender agrees to do promptly upon such circumstances ceasing to exist) at a
time when LIBOR Loans are outstanding, such Lender's ABR Loans shall be
automatically Converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding LIBOR Loans, to the extent necessary so that,
after giving effect thereto, all Loans held by the Lenders holding LIBOR Loans
and by such Lender are held pro rata (as to principal amounts, Types and
Interest Periods) in accordance with their