ON THE BASIS OF A YEAR
OF THREE HUNDRED SIXTY (360) DAYS AND THE ACTUAL NUMBER OF DAYS ELAPSED.
THE
APPLICABLE BASE RATE SHALL BE EFFECTIVE THE SAME DAY AS A CHANGE IN THE BASE
RATE IS ANNOUNCED BY WFB AS BEING EFFECTIVE.
G.
IF WITH RESPECT TO ANY INTEREST PERIOD,
(A) THE AGENT BANK REASONABLY DETERMINES (WHICH DETERMINATION SHALL BE BINDING
AND CONCLUSIVE ON BORROWERS) THAT BY REASON OF CIRCUMSTANCES AFFECTING THE
INTER-BANK EURODOLLAR MARKET ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR
ASCERTAINING THE APPLICABLE LIBO RATE, OR (B) REQUISITE LENDERS ADVISE AGENT
BANK THAT THE LIBO RATE AS DETERMINED BY AGENT BANK WILL NOT ADEQUATELY AND
FAIRLY REFLECT THE COST TO SUCH LENDERS OF MAINTAINING OR FUNDING, FOR SUCH
INTEREST PERIOD, A LIBOR LOAN UNDER THE CREDIT FACILITY, THEN SO LONG AS SUCH
CIRCUMSTANCES SHALL CONTINUE:
(I) AGENT BANK SHALL PROMPTLY NOTIFY BORROWERS
THEREOF, (II) THE LENDERS SHALL NOT BE UNDER ANY OBLIGATION TO MAKE A LIBOR LOAN
OR CONVERT A BASE RATE LOAN INTO A LIBOR LOAN FOR WHICH SUCH CIRCUMSTANCES
EXIST, AND (III) ON THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD, THE LIBOR
LOAN FOR WHICH SUCH CIRCUMSTANCES EXIST SHALL, UNLESS THEN REPAID IN FULL,
AUTOMATICALLY CONVERT TO A BASE RATE LOAN.
H.
NOTWITHSTANDING ANY OTHER PROVISIONS OF
THE CREDIT AGREEMENT, IF, AFTER THE CLOSING DATE, ANY LAW, RULE, REGULATION,
TREATY, INTERPRETATION OR DIRECTIVE (WHETHER HAVING THE FORCE OF LAW OR NOT) OR
ANY CHANGE THEREIN SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO MAKE OR MAINTAIN
LIBOR LOANS, THEN (I) THE COMMITMENT AND AGREEMENT TO MAINTAIN LIBOR LOANS AS TO
SUCH
55
LENDER SHALL IMMEDIATELY BE SUSPENDED, AND (II) UNLESS REQUIRED TO BE TERMINATED
EARLIER, LIBOR LOANS AS TO SUCH LENDER, IF ANY, SHALL BE CONVERTED ON THE LAST
DAY OF THE THEN CURRENT INTEREST PERIOD APPLICABLE THERETO TO BASE RATE LOANS.
IF IT SHALL BECOME LAWFUL FOR SUCH LENDER TO AGAIN MAINTAIN LIBOR LOANS, THEN
BORROWERS MAY ONCE AGAIN AS TO SUCH LENDER REQUEST CONVERSIONS TO THE LIBO
RATE.
DURING ANY PERIOD OF SUCH SUSPENSION, SUCH LENDER SHALL MAKE BASE RATE
LOANS.
I.
THE BORROWERS AGREE THAT UPON
WRITTEN NOTICE BY: (Y) AGENT BANK OR (Z) ANY LENDER TO THE BORROWERS (WITH A
COPY OF SUCH NOTICE CONCURRENTLY DELIVERED TO AGENT BANK) TO THE EFFECT THAT A
PROMISSORY NOTE OR OTHER EVIDENCE OF INDEBTEDNESS IS REQUIRED FOR SUCH LENDER BY
A GOVERNMENTAL AUTHORITY, BANKING REGULATORY AGENCY OR REGULATORY AUDIT IN ORDER
FOR SUCH LENDER TO EVIDENCE (WHETHER FOR THE PURPOSES OF PLEDGE, ENFORCEMENT OR
OTHERWISE) THE BORROWINGS OWING TO, OR TO BE MADE BY, SUCH LENDER:
(I)
THE BORROWERS SHALL PROMPTLY EXECUTE AND
DELIVER TO EACH LENDER A PROMISSORY NOTE PAYABLE TO THE ORDER OF EACH SUCH
LENDER (EACH INDIVIDUALLY A "REPLACEMENT NOTE" AND COLLECTIVELY THE "REPLACEMENT
NOTES") IN THE FORM OF THE REVOLVING CREDIT NOTE IN THE AMOUNT OF EACH LENDER'S
RESPECTIVE SYNDICATION INTEREST IN THE CREDIT FACILITY;
(II)
THE REPLACEMENT NOTES SHALL, IN THE
AGGREGATE, FULLY REPLACE THE