COMPANY, WHEREUPON, UNTIL SUCH LENDER
NOTIFIES THE COMPANY AND THE ADMINISTRATIVE AGENT THAT THE CIRCUMSTANCES GIVING
RISE TO SUCH SUSPENSION NO LONGER EXIST, THE OBLIGATION OF SUCH LENDER TO MAKE
EURODOLLAR LOANS, OR TO CONVERT OUTSTANDING LOANS INTO EURODOLLAR LOANS, SHALL
BE SUSPENDED.
BEFORE GIVING ANY NOTICE TO THE ADMINISTRATIVE AGENT PURSUANT TO
THIS SECTION 3.02, SUCH LENDER SHALL DESIGNATE A DIFFERENT APPLICABLE LENDING
OFFICE IF SUCH DESIGNATION WILL AVOID THE NEED FOR GIVING SUCH NOTICE AND WILL
NOT, IN THE JUDGMENT OF SUCH LENDER, BE OTHERWISE DISADVANTAGEOUS TO SUCH
LENDER.
IF SUCH NOTICE IS GIVEN, EACH EURODOLLAR LOAN OF SUCH LENDER THEN
OUTSTANDING SHALL BE CONVERTED TO A BASE RATE LOAN EITHER (I) ON THE LAST DAY OF
THE THEN CURRENT INTEREST PERIOD APPLICABLE TO SUCH EURODOLLAR LOAN, IF SUCH
LENDER MAY LAWFULLY CONTINUE TO MAINTAIN AND FUND SUCH LOAN TO SUCH DAY OR (II)
IMMEDIATELY, IF SUCH LENDER SHALL DETERMINE THAT IT MAY NOT LAWFULLY CONTINUE TO
MAINTAIN AND FUND SUCH LOAN TO SUCH DAY.
SECTION 3.03
INABILITY TO DETERMINE RATES.
IF ON OR PRIOR TO THE FIRST DAY OF
ANY INTEREST PERIOD FOR ANY EURODOLLAR LOAN:
(I)
THE ADMINISTRATIVE AGENT DETERMINES (WHICH DETERMINATION SHALL BE
CONCLUSIVE) THAT BY REASON OF CIRCUMSTANCES AFFECTING THE RELEVANT MARKET,
ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE APPLICABLE
EURODOLLAR RATE FOR SUCH INTEREST PERIOD; OR
(II)
LENDERS HAVING 50% OR MORE OF THE AGGREGATE AMOUNT OF THE
OUTSTANDING LOANS ADVISE THE ADMINISTRATIVE AGENT THAT THE EURODOLLAR RATE AS
DETERMINED BY THE ADMINISTRATIVE AGENT WILL NOT ADEQUATELY AND FAIRLY REFLECT
THE COST TO SUCH LENDERS OF FUNDING THEIR EURODOLLAR LOANS FOR SUCH INTEREST
PERIOD;
the Administrative Agent shall forthwith give notice thereof to the Company and
the Lenders, whereupon, until the Administrative Agent notifies the Company that
the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Lenders to make Eurodollar Loans, or to continue or convert
outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) each
outstanding Eurodollar
50
Loans shall be converted into a Base Rate Loan on the last day of the then
current Interest Period applicable thereto.
SECTION 3.04
INCREASED COSTS AND REDUCED RETURN; CAPITAL ADEQUACY.
(A)
IF THE ADOPTION OF OR ANY CHANGE IN ANY APPLICABLE LAW OR IN THE
INTERPRETATION OR APPLICATION THEREOF APPLICABLE TO ANY LENDER (OR ITS
APPLICABLE LENDING OFFICE), OR COMPLIANCE BY ANY LENDER (OR ITS APPLICABLE
LENDING OFFICE) WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE
OF LAW) FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY, IN EACH CASE MADE
SUBSEQUENT TO THE EFFECTIVE DATE (OR, IF LATER, THE DATE ON WHICH SUCH LENDER
BECOMES A LENDER):
(I)
SHALL SUBJECT SUCH LENDER (OR ITS APPLICABLE LENDING OFFICE) TO
ANY TAX OF ANY KIND WHATSOEVER WITH RESPECT TO ANY EURODOLLAR LOANS MADE BY IT
OR ANY OF ITS NOTES, OR CHANGE THE BASIS OF TAXATION OF PAYMENTS TO SUCH LENDER
(OR ITS APPLICABLE LENDING OFFICE) IN RESPECT THEREOF (EXCEPT