IF SUCH LENDER'S SHARE OF SUCH BORROWING IS NOT MADE
AVAILABLE TO THE ADMINISTRATIVE AGENT BY SUCH LENDER WITHIN THREE BUSINESS DAYS
OF SUCH BORROWING DATE, THE BORROWER SHALL REPAY SUCH LENDER'S SHARE OF SUCH
BORROWING (TOGETHER WITH INTEREST THEREON FROM THE DATE SUCH AMOUNT WAS MADE
AVAILABLE TO THE BORROWER AT THE RATE PER ANNUM APPLICABLE TO ABR LOANS
HEREUNDER TO THE ADMINISTRATIVE AGENT NOT LATER THAN THREE BUSINESS DAYS AFTER
RECEIPT OF WRITTEN NOTICE FROM THE ADMINISTRATIVE AGENT SPECIFYING SUCH LENDER'S
SHARE OF SUCH BORROWING THAT WAS NOT MADE AVAILABLE TO SUCH ADMINISTRATIVE
AGENT, AND THE BORROWER SHALL HAVE THE RIGHT TO PURSUE ANY REMEDIES AGAINST SUCH
LENDER FOR ITS FAILURE TO MAKE ITS PORTION OF SUCH BORROWING AVAILABLE.
(C)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED IN
WRITING BY THE BORROWER PRIOR TO A DATE ON WHICH A PAYMENT IS DUE FROM THE
BORROWER HEREUNDER THAT THE BORROWER WILL NOT MAKE SUCH PAYMENT AVAILABLE TO THE
ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT MAY ASSUME THAT THE BORROWER IS
MAKING SUCH AMOUNT AVAILABLE TO THE ADMINISTRATIVE AGENT, AND THE ADMINISTRATIVE
AGENT MAY, IN RELIANCE UPON SUCH ASSUMPTION, MAKE AVAILABLE TO THE APPLICABLE
LENDERS A CORRESPONDING AMOUNT.
IF SUCH AMOUNT IS NOT MADE AVAILABLE TO THE
ADMINISTRATIVE AGENT BY THE REQUIRED TIME ON THE DUE DATE THEREFOR, EACH
APPLICABLE LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT, ON DEMAND, SUCH AMOUNT
WITH INTEREST THEREON AT A RATE PER ANNUM EQUAL TO THE DAILY AVERAGE FEDERAL
FUNDS EFFECTIVE RATE FOR THE PERIOD UNTIL SUCH LENDER MAKES SUCH AMOUNT
IMMEDIATELY AVAILABLE TO THE ADMINISTRATIVE AGENT.
A CERTIFICATE OF THE
ADMINISTRATIVE AGENT SUBMITTED TO ANY LENDER WITH RESPECT TO ANY AMOUNTS OWING
UNDER THIS SUBSECTION SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
4.9.
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE
ADOPTION OF OR ANY CHANGE IN ANY LEGAL REQUIREMENT OR IN THE INTERPRETATION OR
APPLICATION THEREOF SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO MAKE OR MAINTAIN
EURODOLLAR LOANS AS CONTEMPLATED BY THIS AGREEMENT, (A) THE COMMITMENT OF SUCH
LENDER HEREUNDER TO MAKE EURODOLLAR LOANS, CONTINUE EURODOLLAR LOANS AS SUCH AND
CONVERT ABR LOANS TO EURODOLLAR LOANS SHALL FORTHWITH BE CANCELLED UNTIL SUCH
TIME AS IT SHALL NO LONGER BE UNLAWFUL FOR SUCH LENDER TO MAKE OR MAINTAIN THE
AFFECTED LOANS AND (B) SUCH LENDER'S LOANS THEN OUTSTANDING AS EURODOLLAR 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 EURODOLLAR LOANS
OR WITHIN SUCH EARLIER PERIOD AS MAY BE REQUIRED BY LAW.
IF ANY SUCH CONVERSION
OF A EURODOLLAR LOAN OCCURS ON A DAY WHICH IS NOT THE LAST DAY OF
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THE THEN CURRENT INTEREST PERIOD WITH RESPECT THERETO, THE BORROWER SHALL PAY TO
SUCH LENDER SUCH AMOUNTS, IF ANY, AS MAY BE REQUIRED PURSUANT TO SUBSECTION
4.11.
4.10.
INCREASED COSTS.
(A)
IN THE EVENT THAT THE ADOPTION OF OR ANY CHANGE IN ANY LEGAL
REQUIREMENT (OR IN THE INTERPRETATION OR APPLICATION