NOT A BUSINESS DAY, SUCH EURODOLLAR INTEREST PERIOD SHALL BE EXTENDED
TO EXPIRE ON THE NEXT SUCCEEDING BUSINESS DAY IF THE NEXT SUCCEEDING BUSINESS
DAY OCCURS IN THE SAME CALENDAR MONTH, AND IF THERE SHALL BE NO SUCCEEDING
BUSINESS DAY IN SUCH CALENDAR MONTH, SUCH EURODOLLAR INTEREST PERIOD SHALL
EXPIRE ON THE IMMEDIATELY PRECEDING BUSINESS DAY;
(IV)
THE BORROWER MAY NOT SELECT A EURODOLLAR INTEREST PERIOD AS TO ANY
REVOLVING LOAN IF SUCH EURODOLLAR INTEREST PERIOD TERMINATES LATER THAN THE
REVOLVING LOAN MATURITY DATE; AND
(V)
THERE SHALL BE NO MORE THAN SIX (6) EURODOLLAR INTEREST PERIODS IN
EFFECT AT ANY ONE TIME.
(C)
DETERMINATION OF INTEREST RATE.
AS SOON AS PRACTICABLE ON THE
SECOND BUSINESS DAY PRIOR TO THE FIRST DAY OF EACH EURODOLLAR INTEREST PERIOD
(THE "INTEREST RATE DETERMINATION DATE"), THE ADMINISTRATIVE AGENT SHALL
DETERMINE (PURSUANT TO THE PROCEDURES SET FORTH IN THE DEFINITION OF "EURODOLLAR
RATE") THE INTEREST RATE WHICH SHALL APPLY TO EURODOLLAR RATE LOANS FOR WHICH AN
INTEREST RATE IS THEN BEING DETERMINED FOR THE APPLICABLE EURODOLLAR INTEREST
PERIOD, AND SHALL PROMPTLY GIVE NOTICE THEREOF (IN WRITING OR BY TELEPHONE
CONFIRMED IN WRITING) TO THE BORROWER AND TO EACH LENDER.
THE ADMINISTRATIVE
AGENT'S DETERMINATION SHALL BE PRESUMED TO BE CORRECT, ABSENT MANIFEST ERROR,
AND SHALL BE BINDING UPON THE BORROWER.
(D)
INTEREST RATE UNASCERTAINABLE, INADEQUATE OR UNFAIR.
IN THE EVENT
THAT AT LEAST ONE (1) BUSINESS DAY BEFORE THE INTEREST RATE DETERMINATION DATE:
(I)
THE ADMINISTRATIVE AGENT REASONABLY DETERMINES THAT ADEQUATE AND
FAIR MEANS DO NOT EXIST FOR ASCERTAINING THE APPLICABLE INTEREST RATES BY
REFERENCE TO WHICH THE EURODOLLAR RATE THEN BEING DETERMINED IS TO BE FIXED;
(II)
THE REQUISITE LENDERS ADVISE THE ADMINISTRATIVE AGENT THAT DOLLAR
DEPOSITS IN THE PRINCIPAL AMOUNTS OF THE EURODOLLAR RATE LOANS COMPRISING SUCH
BORROWING ARE NOT GENERALLY AVAILABLE IN THE LONDON INTERBANK MARKET FOR A
PERIOD EQUAL TO SUCH EURODOLLAR INTEREST PERIOD; OR
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(III)
THE REQUISITE LENDERS ADVISE THE ADMINISTRATIVE AGENT THAT THE
EURODOLLAR RATE AS DETERMINED BY THE ADMINISTRATIVE AGENT, AFTER TAKING INTO
ACCOUNT THE ADJUSTMENTS FOR RESERVES AND INCREASED COSTS PROVIDED FOR IN
SECTION 4.01(F), WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH LENDERS
OF FUNDING LOANS OF SUCH TYPE;
then the Administrative Agent shall forthwith give notice thereof to the
Borrower, whereupon (until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist) the right of
the Borrower to elect to have Loans bear interest based upon the Eurodollar Rate
shall be suspended and each outstanding Loan of such Types shall be converted
into a Base Rate Loan on the last day of the then current Eurodollar Interest
Period therefor, and any Notice of Borrowing for which Revolving Loans have not
then been made shall be deemed to be a request for Base Rate Loans,
notwithstanding any prior election by the Borrower to the contrary.
(E)
ILLEGALITY.
(I)
IF AT ANY TIME ANY LENDER DETERMINES (WHICH DETERMINATION SHALL,
ABSENT MANIFEST ERROR, BE FINAL AND CONCLUSIVE