MANAGING
AGENT MAY SELECT, IN ITS SOLE DISCRETION, ANY SUCH RATE PERIOD OR RATE TYPE IF
(I) THE BORROWER FAILS TO PROVIDE SUCH NOTICE ON A TIMELY BASIS OR (II) A
MANAGING AGENT DETERMINES, IN ITS SOLE REASONABLE DISCRETION, THAT THE RATE
PERIOD OR RATE TYPE REQUESTED BY THE BORROWER IS UNAVAILABLE OR FOR ANY REASON
COMMERCIALLY UNDESIRABLE TO THE RELATED LENDER, RELATED MANAGING AGENT, THE
AGENT OR THE BANK INVESTORS.
(B)
NET INVESTMENT HELD ON BEHALF OF LENDERS.
AT ALL TIMES ON AND
AFTER THE CLOSING DATE, BUT PRIOR TO THE FACILITY TERMINATION DATE, SOLELY WITH
RESPECT TO ANY TRANCHE HELD
ON BEHALF OF A LENDER AT ANY TIME WHEN SUCH LENDER FUNDS SUCH TRANCHE THROUGH
THE ISSUANCE OF COMMERCIAL PAPER, THE BORROWER MAY, SUBJECT TO THE RELATED
MANAGING AGENT'S APPROVAL AND THE LIMITATIONS DESCRIBED IN CLAUSE (A)(II) ABOVE,
REQUEST RATE PERIODS AND RATE TYPES AND ALLOCATE A TRANCHE TO EACH SELECTED RATE
PERIOD, SO THAT THE AGGREGATE TRANCHES ALLOCATED TO OUTSTANDING RATE PERIODS AT
ALL TIMES SHALL EQUAL THE NET INVESTMENT 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.
(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.