ANY INTEREST PERIOD BEGINS ON THE LAST
BUSINESS DAY OF A MONTH, OR ON A DAY FOR WHICH THERE IS NO NUMERICALLY
CORRESPONDING DAY IN THE CALENDAR MONTH AT THE END OF SUCH INTEREST PERIOD, THEN
THE INTEREST PERIOD SHALL END ON THE LAST BUSINESS DAY OF THE CALENDAR MONTH AT
THE END OF SUCH INTEREST PERIOD; AND
(IV)
ADMINISTRATIVE BORROWER MAY NOT SELECT AN
INTEREST PERIOD WHICH EXPIRES LATER THAN THE DATE ON WHICH THIS AGREEMENT IS
SCHEDULED TO TERMINATE PURSUANT TO SECTION 3.4 HEREOF.
(C)
AUTOMATIC CONVERSION: OPTIONAL CONVERSION
BY AGENT.
ANY LIBOR RATE LOAN SHALL AUTOMATICALLY CONVERT TO A REFERENCE RATE
LOAN UPON THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, UNLESS AGENT HAS
RECEIVED A REQUEST TO CONTINUE SUCH LIBOR RATE LOAN AT LEAST THREE BUSINESS DAYS
PRIOR TO THE END OF SUCH INTEREST PERIOD IN ACCORDANCE WITH THE TERMS OF
SECTION 2.13(A).
ANY LIBOR RATE LOAN SHALL, AT AGENT'S OPTION, UPON NOTICE TO
BORROWERS, IMMEDIATELY CONVERT TO A REFERENCE RATE LOAN IN THE EVENT THAT (I) AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR (II) THIS AGREEMENT
SHALL TERMINATE, AND BORROWERS SHALL PAY TO AGENT, FOR THE BENEFIT OF THE
LENDERS, ANY AMOUNTS REQUIRED BY SECTION 2.16 AS A RESULT THEREOF.
2.14
ILLEGALITY.
ANY OTHER PROVISION HEREIN TO THE
CONTRARY NOTWITHSTANDING, IF THE ADOPTION OF OR ANY CHANGE IN ANY REQUIREMENT OF
LAW OR IN THE INTERPRETATION OR APPLICATION THEREOF BY A GOVERNMENTAL AUTHORITY
MADE SUBSEQUENT TO THE CLOSING DATE SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO
MAKE OR MAINTAIN LIBOR RATE LOANS AS CONTEMPLATED BY THIS AGREEMENT, (A) THE
OBLIGATION OF SUCH LENDER HEREUNDER TO MAKE LIBOR RATE LOANS, CONTINUE LIBOR
RATE LOANS AS SUCH, AND CONVERT REFERENCE RATE LOANS TO LIBOR RATE LOANS SHALL
FORTHWITH BE SUSPENDED AND (B) SUCH LENDER'S THEN OUTSTANDING LIBOR RATE LOANS,
IF ANY, SHALL BE CONVERTED AUTOMATICALLY TO REFERENCE RATE LOANS ON THE
RESPECTIVE LAST DAYS OF THE THEN CURRENT INTEREST PERIODS WITH RESPECT THERETO
OR WITHIN SUCH EARLIER PERIOD AS REQUIRED BY LAW; PROVIDED, HOWEVER, THAT BEFORE
MAKING ANY SUCH DEMAND, EACH LENDER AGREES TO USE REASONABLE EFFORTS (CONSISTENT
WITH ITS INTERNAL POLICY AND LEGAL AND REGULATORY RESTRICTIONS AND SO LONG AS
SUCH EFFORTS WOULD NOT BE DISADVANTAGEOUS TO IT, IN ITS REASONABLE DISCRETION,
IN ANY LEGAL, ECONOMIC, OR REGULATORY MANNER) TO DESIGNATE A DIFFERENT LENDING
OFFICE IF THE MAKING OF SUCH A DESIGNATION WOULD ALLOW SUCH LENDER OR ITS
LENDING OFFICE TO CONTINUE TO PERFORM ITS OBLIGATIONS TO MAKE LIBOR RATE LOANS.
IF ANY SUCH CONVERSION OF A LIBOR RATE LOAN OCCURS ON A DAY WHICH IS NOT THE
LAST DAY OF THE THEN CURRENT INTEREST PERIOD WITH RESPECT THERETO, BORROWERS
SHALL PAY TO SUCH LENDER SUCH AMOUNTS, IF ANY, AS MAY BE REQUIRED PURSUANT TO
SECTION 2.15.
IF CIRCUMSTANCES SUBSEQUENTLY CHANGE SO THAT SUCH LENDER SHALL
DETERMINE THAT IT IS NO LONGER SO AFFECTED, SUCH LENDER WILL PROMPTLY NOTIFY
AGENT AND ADMINISTRATIVE BORROWER, AND UPON RECEIPT OF SUCH NOTICE, THE
OBLIGATIONS