rating tier below the higher Senior Debt Rating will be
determinative and both Senior Debt Ratings will be disregarded.
34
SECTION 3.4.3.
AGENTS' FEES.
THE BORROWER AGREES TO PAY TO THE AGENTS AND THE
LEAD ARRANGERS FOR THEIR OWN ACCOUNTS, FEES IN SUCH AMOUNTS AND ON SUCH DATES AS
ARE SET FORTH IN THE TRANSACTION FEE LETTER.
ARTICLE IV
CERTAIN LIBO RATE AND OTHER PROVISIONS
SECTION 4.1.
FIXED RATE LENDING UNLAWFUL.
IF ANY LENDER SHALL DETERMINE (WHICH
DETERMINATION SHALL, UPON NOTICE THEREOF TO THE BORROWER AND THE LENDERS, BE
CONCLUSIVE AND BINDING ON THE BORROWER) THAT THE INTRODUCTION OF OR ANY CHANGE
IN OR IN THE INTERPRETATION OF ANY LAW MAKES IT UNLAWFUL, OR ANY CENTRAL BANK OR
OTHER GOVERNMENTAL AUTHORITY ASSERTS THAT IT IS UNLAWFUL, FOR SUCH LENDER TO
MAKE, CONTINUE OR MAINTAIN ANY LOAN AS, OR TO CONVERT ANY LOAN INTO, A LIBO RATE
LOAN (OR A COMPETITIVE BID LOAN BASED ON THE LIBO RATE BID MARGIN), THE
OBLIGATIONS OF ALL LENDERS TO MAKE, CONTINUE, MAINTAIN OR CONVERT ANY SUCH LOANS
SHALL, UPON SUCH DETERMINATION, FORTHWITH BE SUSPENDED UNTIL SUCH LENDER SHALL
NOTIFY THE AGENT THAT THE CIRCUMSTANCES CAUSING SUCH SUSPENSION NO LONGER EXIST,
AND (A) ALL LIBO RATE LOANS (AND COMPETITIVE BID LOANS BASED ON THE LIBO RATE
BID MARGIN) DENOMINATED IN DOLLARS SHALL AUTOMATICALLY CONVERT INTO BASE RATE
LOANS AT THE END OF THE THEN CURRENT INTEREST PERIODS WITH RESPECT THERETO OR
SOONER, IF REQUIRED BY SUCH LAW OR ASSERTION; AND (B) ALL LIBO RATE LOANS
DENOMINATED IN ANY ALTERNATE CURRENCY SHALL AUTOMATICALLY BECOME DUE AND PAYABLE
AT THE END OF THE THEN CURRENT INTEREST PERIODS WITH RESPECT THERETO OR SOONER,
IF REQUIRED BY APPLICABLE LAW.
SECTION 4.2.
DEPOSITS UNAVAILABLE.
IF THE AGENT SHALL HAVE DETERMINED THAT
(A)
DOLLAR DEPOSITS IN THE RELEVANT AMOUNT AND
FOR THE RELEVANT INTEREST PERIOD ARE NOT AVAILABLE TO THE REFERENCE LENDERS (OR,
WITH RESPECT TO ANY COMPETITIVE BID LOAN, BY THE LENDER WHICH MADE SUCH
COMPETITIVE BID LOAN) IN THEIR (OR SUCH COMPETITIVE BID LOAN LENDER'S) RELEVANT
MARKET; OR
(B)
BY REASON OF CIRCUMSTANCES AFFECTING THE
REFERENCE LENDERS, RELEVANT MARKET, ADEQUATE MEANS DO NOT EXIST FOR ASCERTAINING
THE INTEREST RATE APPLICABLE HEREUNDER TO LIBO RATE LOANS, THEN, UPON NOTICE
FROM THE AGENT TO THE BORROWER AND THE LENDERS, THE OBLIGATIONS OF ALL LENDERS
UNDER CLAUSE (B) OF SECTION 2.1 OR CLAUSE (F) OF SECTION 2.3 TO MAKE OR CONTINUE
ANY LOANS AS, OR TO CONVERT ANY LOANS INTO, LIBO RATE LOANS (OR HAVE SUCH
COMPETITIVE BID LOANS BEAR INTEREST BASED ON THE LIBO RATE BID MARGINS) SHALL
FORTHWITH BE SUSPENDED UNTIL THE AGENT SHALL NOTIFY THE BORROWER AND THE LENDERS
THAT THE CIRCUMSTANCES CAUSING SUCH SUSPENSION NO LONGER EXIST.
SECTION 4.3.
INCREASED LIBO RATE LOAN COSTS, ETC.
THE BORROWER AGREES TO
REIMBURSE EACH LENDER FOR ANY INCREASE IN THE COST TO SUCH LENDER OF, OR ANY
REDUCTION IN THE AMOUNT OF ANY SUM RECEIVABLE BY SUCH LENDER IN RESPECT OF,
MAKING, CONTINUING OR MAINTAINING (OR OF ITS OBLIGATION TO