LOAN BY SUCH DEFAULTING LENDER MADE ON THE DATE OF SUCH SET-OFF AND
INCLUDED WITHIN ANY BORROWING OF REVOLVING LOANS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY DETERMINE.
(IV)
IF, WITH RESPECT TO ANY DEFAULTING LENDER, WHICH FOR THE PURPOSES
OF THIS SUBSECTION 3.8(C)(IV), SHALL INCLUDE ANY LENDER THAT HAS TAKEN ANY
ACTION OR BECOME THE SUBJECT OF ANY ACTION OR PROCEEDING OF A TYPE DESCRIBED IN
SUBSECTION 8(F), ANY BORROWER SHALL BE REQUIRED TO PAY ANY AMOUNT UNDER ANY LOAN
DOCUMENT TO OR FOR THE ACCOUNT OF SUCH DEFAULTING LENDER, THEN SUCH BORROWER, SO
LONG AS IT IS THEN PERMITTED TO BORROW REVOLVING LOANS HEREUNDER, MAY SATISFY
SUCH PAYMENT OBLIGATION BY PAYING SUCH AMOUNT TO THE ADMINISTRATIVE AGENT, TO BE
(TO THE EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT NOT UTILIZED BY THE
ADMINISTRATIVE AGENT TO SATISFY OBLIGATIONS OF THE DEFAULTING LENDER OWING TO
IT) HELD BY THE ADMINISTRATIVE AGENT IN ESCROW PURSUANT TO ITS STANDARD TERMS
(INCLUDING AS TO THE EARNING OF INTEREST), AND APPLIED (TOGETHER WITH ANY
ACCRUED INTEREST) BY IT FROM TIME TO TIME TO MAKE ANY REVOLVING LOANS OR OTHER
PAYMENTS AS AND WHEN REQUIRED TO BE MADE BY SUCH DEFAULTING LENDER HEREUNDER.
3.9
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE
ADOPTION OF OR ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR
APPLICATION THEREOF OCCURRING AFTER THE CLOSING DATE SHALL MAKE IT UNLAWFUL FOR
ANY LENDER TO MAKE OR MAINTAIN ANY EUROCURRENCY LOANS AS CONTEMPLATED BY THIS
AGREEMENT ("AFFECTED LOANS"), (A) SUCH LENDER SHALL PROMPTLY GIVE WRITTEN NOTICE
OF SUCH CIRCUMSTANCES TO THE PARENT BORROWER AND THE ADMINISTRATIVE AGENT (WHICH
NOTICE SHALL BE WITHDRAWN WHENEVER SUCH CIRCUMSTANCES NO LONGER EXIST), (B) THE
COMMITMENT OF SUCH LENDER HEREUNDER TO MAKE AFFECTED LOANS, CONTINUE AFFECTED
LOANS AS SUCH AND CONVERT AN ABR LOAN TO AN AFFECTED LOAN SHALL FORTHWITH BE
CANCELLED AND, UNTIL SUCH TIME AS IT SHALL NO LONGER BE UNLAWFUL FOR SUCH LENDER
TO MAKE OR MAINTAIN SUCH AFFECTED LOANS, SUCH LENDER SHALL THEN HAVE A
COMMITMENT ONLY TO MAKE AN ABR LOAN (OR A SWING LINE LOAN DENOMINATED IN
DOLLARS) WHEN AN AFFECTED LOAN IS REQUESTED AND (C) SUCH
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LENDER'S LOANS THEN OUTSTANDING AS AFFECTED LOANS, IF ANY, SHALL BE CONVERTED
AUTOMATICALLY TO ABR LOANS ON THE RESPECTIVE LAST DAYS OF THE THEN CURRENT
INTEREST PERIODS WITH RESPECT TO SUCH REVOLVING LOANS OR WITHIN SUCH EARLIER
PERIOD AS REQUIRED BY LAW AND (D) SUCH LENDER'S LOANS THEN OUTSTANDING AS
AFFECTED LOANS, IF ANY, NOT OTHERWISE PERMITTED TO BE CONVERTED TO ABR LOANS BY
SUBSECTION 3.2 (WHETHER BECAUSE SUCH LOANS ARE DENOMINATED IN A DESIGNATED
FOREIGN CURRENCY OR OTHERWISE) SHALL, AT THE OPTION OF THE PARENT BORROWER (I)
BE PREPAID WITH ACCRUED INTEREST THEREON ON THE LAST DAY OF THE THEN CURRENT
INTEREST PERIOD WITH RESPECT THERETO (OR SUCH EARLIER DATE AS MAY BE REQUIRED BY
ANY SUCH REQUIREMENT OF LAW) OR (II) BEAR INTEREST AT AN ALTERNATE RATE
REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT TO ADEQUATELY