HELD ON BEHALF OF SUCH LENDER.
EACH LENDER
CONFIRMS THAT IT IS ITS INTENTION TO ALLOCATE ALL OR SUBSTANTIALLY ALL OF THE
NET INVESTMENT HELD ON ITS BEHALF TO ONE OR MORE RATE PERIODS WITH RESPECT TO
WHICH THE DISCOUNT APPLICABLE THERETO IS CALCULATED BY REFERENCE TO THE CP RATE;
PROVIDED THAT EITHER MANAGING AGENT MAY DETERMINE, FROM TIME TO TIME, IN ITS
SOLE REASONABLE DISCRETION, THAT FUNDING SUCH NET INVESTMENT BY MEANS OF ONE OR
MORE SUCH RATE PERIODS OR RATE TYPES IS NOT POSSIBLE OR IS NOT DESIRABLE FOR ANY
REASON.
(C)
NET INVESTMENT FUNDED PURSUANT TO PROGRAM
SUPPORT AGREEMENT.
EACH RATE PERIOD APPLICABLE TO ANY TRANCHE FUNDED PURSUANT
TO A PROGRAM SUPPORT AGREEMENT SHALL BE A PERIOD, SELECTED BY EACH MANAGING
AGENT, AND DISCOUNT WITH RESPECT THERETO SHALL BE CALCULATED BY REFERENCE TO THE
ALTERNATE RATE.
6
(D)
NET INVESTMENT HELD ON BEHALF OF BANK
INVESTORS.
WITH RESPECT TO ANY TRANCHE HELD ON BEHALF OF THE BANK INVESTORS (OR
ANY OF THEM), IF PRIOR TO THE FACILITY TERMINATION DATE, THE RATE PERIOD
APPLICABLE THERETO SHALL BE DETERMINED IN ACCORDANCE WITH
SECTION 2.4(A)(II) HEREOF.
(E)
OFFSHORE RATE PROTECTION; ILLEGALITY.
(I)
IF THE MANAGING AGENTS ARE UNABLE TO
OBTAIN ON A TIMELY BASIS THE INFORMATION NECESSARY TO DETERMINE THE OFFSHORE
RATE FOR ANY PROPOSED RATE PERIOD, THEN
(A)
the Managing Agents shall forthwith notify the
related Lender or Bank Investors, as applicable, and the Borrower that the
Offshore Rate cannot be determined for such Rate Period, and
(B)
while such circumstances exist, none of the
Lenders, the Bank Investors or the related Managing Agent shall allocate any
Tranches with respect to Loans made during such period or reallocate any
Tranches allocated to any then existing Rate Period ending during such period,
to a Rate Period with respect to which Discount is calculated by reference to
the Offshore Rate.
Discount related to any such Tranches shall be calculated
according to the Base Rate while such circumstances exist.
(II)
IF, WITH RESPECT TO ANY OUTSTANDING RATE
PERIOD, THE LENDERS OR ANY OF THE BANK INVESTORS ON BEHALF OF WHICH THE MANAGING
AGENTS HOLD ANY TRANCHE NOTIFIES THE RELATED MANAGING AGENT THAT IT IS UNABLE TO
OBTAIN MATCHING DEPOSITS IN THE LONDON INTERBANK MARKET TO FUND ITS PURCHASE OR
MAINTENANCE OF SUCH TRANCHE OR THAT THE OFFSHORE RATE APPLICABLE TO SUCH TRANCHE
WILL NOT ADEQUATELY REFLECT THE COST TO THE PERSON OF FUNDING OR MAINTAINING
SUCH TRANCHE FOR SUCH RATE PERIOD, THEN (A) SUCH MANAGING AGENT SHALL FORTHWITH
SO NOTIFY THE BORROWER, THE LENDERS AND THE BANK INVESTORS AND (B) UPON SUCH
NOTICE AND THEREAFTER WHILE SUCH CIRCUMSTANCES EXIST NONE OF THE MANAGING
AGENTS, THE LENDERS OR THE BANK INVESTORS, AS APPLICABLE, SHALL ALLOCATE ANY
OTHER TRANCHE WITH RESPECT TO INVESTMENTS MADE DURING SUCH PERIOD OR REALLOCATE
ANY TRANCHE ALLOCATED TO ANY RATE PERIOD ENDING DURING SUCH PERIOD, TO A RATE
PERIOD WITH RESPECT TO WHICH DISCOUNT IS CALCULATED BY REFERENCE TO THE OFFSHORE
RATE.
DISCOUNT RELATED TO ANY SUCH TRANCHES