OF THE BORROWERS UNDER THIS AGREEMENT WITH RESPECT TO
> L/C'S ARE ABSOLUTE, UNCONDITIONAL, AND IRREVOCABLE AND SHALL BE PERFORMED
> STRICTLY IN ACCORDANCE WITH THE TERMS HEREOF UNDER ALL CIRCUMSTANCES,
> WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
>
> > (I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OR RESTRICTION,
> > RESTRAINT, OR STAY IN THE ENFORCEMENT OF THIS AGREEMENT, ANY L/C, OR ANY
> > OTHER AGREEMENT OR INSTRUMENT RELATING THERETO;
> >
> > (II)
ANY AMENDMENT OR WAIVER OF, OR CONSENT TO THE DEPARTURE
> > FROM, ANY L/C;
> >
> > (III)
THE EXISTENCE OF ANY CLAIM, SET‐OFF, DEFENSE, OR OTHER
> > RIGHT WHICH THE BORROWERS MAY HAVE AT ANY TIME AGAINST THE BENEFICIARY OF
> > ANY L/C; AND
> >
> > (IV)
ANY GOOD FAITH HONORING OF A DRAWING UNDER ANY L/C, WHICH
> > DRAWING POSSIBLY COULD HAVE BEEN DISHONORED BASED UPON A STRICT CONSTRUCTION
> > OF THE TERMS OF THE L/C.
2.21
CHANGED CIRCUMSTANCES.
> (A)
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, THE BORROWERS SHALL HAVE
> THE OPTION (A) AS OF ANY DATE, TO CONVERT ALL OR ANY PART OF BASE MARGIN LOANS
> TO, OR REQUEST THAT NEW REVOLVING CREDIT LOANS BE MADE AS, INDEX LOANS OF
> VARIOUS INTEREST PERIODS, (B) AS OF THE LAST DAY OF ANY INTEREST PERIOD, TO
> CONTINUE ALL OR ANY PORTION OF THE RELEVANT INDEX LOANS AS INDEX
LOANS; (C)
> AS OF THE LAST DAY OF ANY INTEREST PERIOD, TO CONVERT ALL OR ANY PORTION OF
> THE INDEX LOANS TO BASE RATE LOANS; AND (D) AT ANY TIME, TO REQUEST NEW
> REVOLVING CREDIT LOANS AS BASE RATE LOANS; PROVIDED, THAT REVOLVING CREDIT
> LOANS MAY NOT BE CONTINUED AS OR CONVERTED TO INDEX LOANS, IF THE CONTINUATION
> OR CONVERSION THEREOF WOULD VIOLATE THE PROVISIONS OF SECTIONS 2.21(C) OR
> 2.21(D) OF THIS AGREEMENT OR IF A SUSPENSION EVENT THEN EXISTS.
>
>
> (B)
THE AGENT'S DETERMINATION OF THE INDEX RATE AS PROVIDED ABOVE SHALL BE
> CONCLUSIVE, ABSENT MANIFEST ERROR OR LACK OF GOOD FAITH.
FURTHERMORE, IF THE
> AGENT OR THE LENDERS DETERMINES, IN GOOD FAITH (WHICH DETERMINATION SHALL BE
> CONCLUSIVE, ABSENT MANIFEST ERROR OR LACK OF GOOD FAITH) PRIOR TO THE
> COMMENCEMENT OF ANY INTEREST PERIOD THAT (A) U.S. DOLLAR DEPOSITS OF
> SUFFICIENT AMOUNT AND MATURITY FOR FUNDING THE REVOLVING CREDIT LOANS ARE NOT
> AVAILABLE TO THE AGENT OR THE LENDERS IN THE LONDON INTERBANK EURODOLLAR
> MARKET IN THE ORDINARY COURSE OF BUSINESS, OR (B) BY REASON OF CIRCUMSTANCES
> AFFECTING THE LONDON INTERBANK EURODOLLAR MARKET, ADEQUATE AND FAIR MEANS DO
> NOT EXIST FOR ASCERTAINING THE RATE OF INTEREST TO BE APPLICABLE TO THE
> REVOLVING CREDIT LOANS REQUESTED BY THE BORROWERS TO BE INDEX LOANS OR THE
> REVOLVING CREDIT LOANS BEARING INTEREST AT THE RATES SET FORTH IN SUBSECTION
> 2.11(F) OF THIS AGREEMENT SHALL NOT REPRESENT THE EFFECTIVE PRICING TO THE