THE FIRST DAY OF THE AFFECTED INTEREST PERIOD,
SUCH NOTICE TO PERTAIN ONLY TO THE LOANS OF THE AFFECTED LENDER AND TO HAVE NO
EFFECT ON THE OBLIGATIONS OF THE OTHER LENDERS TO MAINTAIN LIBOR LOANS, OR (Y)
TERMINATE THE OBLIGATIONS OF LENDERS TO MAKE OR MAINTAIN LOANS AS, OR CONVERT
LOANS INTO, LIBOR LOANS AND IN SUCH EVENT, ON THE FIRST DAY OF WHAT WOULD HAVE
BEEN THE NEXT LIBOR INTEREST PERIOD, ALL LIBOR LOANS SHALL BE OUTSTANDING AS
BASE RATE LOANS.
3.7
REQUIRED TERMINATION AND PREPAYMENT.
(A)
IN THE EVENT THAT AT ANY TIME ANY AFFECTED
LENDER SHALL HAVE REASONABLY DETERMINED (WHICH DETERMINATION SHALL BE FINAL AND
CONCLUSIVE AND BINDING UPON ALL PARTIES) THAT THE MAKING OR CONTINUATION OF ITS
LIBOR LOANS HAS BECOME UNLAWFUL BY COMPLIANCE BY SUCH LENDER IN GOOD FAITH WITH
ANY LAW, GOVERNMENTAL RULE, REGULATION, GUIDELINE OR ORDER, THE AFFECTED LENDER
SHALL ON SUCH DATE GIVE NOTICE IN WRITING OR BY TELEPHONE (CONFIRMED IN WRITING)
TO AGENT AND BORROWER OF SUCH DETERMINATION.
THE OBLIGATION OF THE AFFECTED
LENDER TO MAKE OR MAINTAIN ITS LIBOR LOAN OR LOANS SO AFFECTED SHALL BE
TERMINATED AND BORROWER SHALL FORTHWITH AND IN ANY EVENT NO LATER THAN THE
EARLIEST OF (X) THE TERMINATION OF THE LIBOR INTEREST PERIOD IN EFFECT AT THE
TIME ANY SUCH DETERMINATION PURSUANT TO THIS SECTION 3.7(A) IS MADE, (Y) THE
FIRST DAY OF THE LIBOR INTEREST PERIOD COMMENCING IMMEDIATELY THEREAFTER IF SUCH
DETERMINATION IS MADE IN RESPECT OF A REQUESTED LIBOR LOAN, OR (Z) FIVE BUSINESS
DAYS AFTER RECEIPT OF NOTICE FROM AN AFFECTED LENDER UNDER THIS SECTION 3.7(A),
TAKE ONE OF THE ACTIONS SPECIFIED IN SECTION 3.7(B).
IF BY THE EARLIEST OF (X),
(Y) OR (Z) BORROWER HAS NOT EXERCISED ONE OF THE OPTIONS SPECIFIED IN SECTION
3.7(B), BORROWER SHALL BE DEEMED TO HAVE EXERCISED THE OPTION SET FORTH IN
CLAUSE (III) OF SECTION 3.7(B) AND TO HAVE GIVEN THE NOTICE SPECIFIED THEREIN.
(B)
UPON RECEIVING ANY NOTIFICATION PROVIDED IN
SECTION 3.7(A), BORROWER MAY (SUBJECT TO SECTION 3.8) EXERCISE ONE OF THE
FOLLOWING OPTIONS:
(I)
IF THE DETERMINATION BY AN AFFECTED BANK
RELATES ONLY TO LIBOR LOANS THEN BEING REQUESTED BY BORROWER PURSUANT TO A
NOTICE OF BORROWING OR TO BASE RATE LOANS THEN BEING REQUESTED BY BORROWER TO BE
CONVERTED TO LIBOR LOANS PURSUANT
TO A NOTICE OF CONVERSION, BORROWER MAY BY
GIVING NOTICE IN WRITING TO AGENT AND LENDERS PRIOR TO THE DATE ON WHICH SUCH
LIBOR LOAN IS TO BE MADE OR CONVERTED, WITHDRAW SUCH NOTICE OF BORROWING OR
NOTICE OF CONVERSION FOR ALL LENDERS;
(II)
UPON WRITTEN NOTICE TO LENDERS, BORROWER
MAY TERMINATE THE OBLIGATIONS OF LENDERS TO MAKE OR MAINTAIN LOANS AS, OR
CONVERT LOANS INTO, LIBOR LOANS AND IN SUCH EVENT, BORROWER, SHALL NOT LATER
THAN THE TIME SPECIFIED IN SUBSECTION 3.7(A), CONVERT ALL LIBOR LOANS INTO BASE
RATE LOANS BY GIVING NOTICE THEREOF TO AGENT AND LENDERS.
8
(III)
BORROWER MAY, BY GIVING NOTICE IN WRITING TO
THE AFFECTED LENDER, AGENT AND THE OTHER