LOAN IN ANY MANNER IT DEEMS FIT, IT BEING UNDERSTOOD, HOWEVER, THAT FOR THE
PURPOSES OF THIS AGREEMENT ALL DETERMINATIONS HEREUNDER SHALL BE MADE AS IF SUCH
LENDER HAD ACTUALLY FUNDED AND MAINTAINED AMOUNTS BEARING INTEREST AT A
EURODOLLAR RATE THROUGH THE PURCHASE OF DEPOSITS HAVING A MATURITY CORRESPONDING
TO THE APPLICABLE INTEREST
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PERIODS AND BEARING AN INTEREST RATE EQUAL TO THE APPROPRIATE EURODOLLAR RATE
FOR SUCH INTEREST PERIODS.
SECTION 4.02
INABILITY TO DETERMINE EURODOLLAR RATES. (A) IN THE EVENT, AND
ON EACH OCCASION, THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED IN GOOD FAITH
THAT FOR ANY EURODOLLAR LOAN (I) DOLLAR DEPOSITS IN THE AMOUNT OF SUCH LOAN AND
WITH AN INTEREST PERIOD SIMILAR TO SUCH INTEREST PERIOD ARE NOT GENERALLY
AVAILABLE IN THE LONDON INTERBANK MARKET, OR (II) THE RATE AT WHICH SUCH DOLLAR
DEPOSITS ARE BEING OFFERED WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO
ANY LENDER OF MAKING, MAINTAINING OR FUNDING THE PRINCIPAL AMOUNT OF SUCH LOAN
DURING SUCH INTEREST PERIOD, OR (III) ADEQUATE AND REASONABLE MEANS DO NOT EXIST
FOR ASCERTAINING LIBOR, THE ADMINISTRATIVE AGENT SHALL FORTHWITH NOTIFY THE
BORROWER AND THE LENDERS OF SUCH DETERMINATION, WHEREUPON EACH SUCH EURODOLLAR
LOAN WILL AUTOMATICALLY, ON THE LAST DAY OF THE THEN-EXISTING INTEREST PERIOD
FOR SUCH EURODOLLAR LOAN, CONVERT INTO A BASE RATE LOAN. IN THE EVENT OF ANY
SUCH DETERMINATION PURSUANT TO SECTION 4.02(A)(I) OR (III), ANY FUNDING NOTICE
DELIVERED BY THE BORROWER SHALL BE DEEMED TO BE A REQUEST FOR A BASE RATE LOAN
UNTIL THE ADMINISTRATIVE AGENT DETERMINES THAT THE CIRCUMSTANCES GIVING RISE TO
SUCH NOTICE NO LONGER EXIST. IN THE EVENT OF ANY DETERMINATION PURSUANT TO
SECTION 4.02(A)(II), EACH AFFECTED LENDER SHALL, AND IS HEREBY AUTHORIZED BY THE
BORROWER TO, FUND ITS PORTION OF THE LOANS AS A BASE RATE LOAN. EACH
DETERMINATION BY THE ADMINISTRATIVE AGENT HEREUNDER SHALL BE CONCLUSIVE, ABSENT
MANIFEST ERROR.
(B)
UPON THE ADMINISTRATIVE AGENT'S DETERMINATION THAT THE CONDITION THAT WAS
THE SUBJECT OF A NOTICE UNDER SECTION 4.02(A) HAS CEASED, THE ADMINISTRATIVE
AGENT SHALL FORTHWITH NOTIFY THE BORROWER AND THE LENDERS OF SUCH DETERMINATION,
WHEREUPON THE BORROWER MAY ELECT (BY DELIVERING AN INTEREST PERIOD NOTICE) TO
CONVERT ANY SUCH BASE RATE LOAN TO A EURODOLLAR LOAN ON THE LAST DAY OF THE
THEN-CURRENT QUARTERLY PERIOD IN ACCORDANCE WITH THIS AGREEMENT.
SECTION 4.03
INCREASED EURODOLLAR LOAN COSTS. IF, AFTER THE DATE HEREOF, THE
ADOPTION OF ANY APPLICABLE LAW OR ANY CHANGE THEREIN, OR ANY CHANGE IN THE
INTERPRETATION OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL AUTHORITY CHARGED
WITH THE INTERPRETATION OR ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY LENDER
(OR ITS EURODOLLAR OFFICE) WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING
THE FORCE OF LAW) OF ANY GOVERNMENTAL AUTHORITY WOULD INCREASE THE COST (OTHER
THAN WITH RESPECT TO TAXES, WHICH ARE ADDRESSED IN SECTION 4.07 (TAXES)) TO SUCH
LENDER OF, OR RESULT IN ANY REDUCTION IN THE AMOUNT OF ANY SUM RECEIVABLE BY
SUCH LENDER (WHETHER OF PRINCIPAL, INTEREST OR ANY OTHER AMOUNT) IN RESPECT OF,
MAKING, MAINTAINING OR