AGENT SHALL ON SUCH DATE GIVE NOTICE (BY FACSIMILE OR BY
TELEPHONE CONFIRMED IN WRITING) TO THE CREDIT PARTIES AND EACH LENDER OF SUCH
DETERMINATION, WHEREUPON (I) NO LOANS MAY BE MADE AS, OR CONVERTED TO, LIBOR
RATE LOANS UNTIL SUCH TIME AS THE ADMINISTRATIVE AGENT NOTIFIES THE CREDIT
PARTIES AND THE LENDERS THAT THE CIRCUMSTANCES GIVING RISE TO SUCH NOTICE NO
LONGER EXIST, AND (II) ANY NOTICE OF BORROWING OR CONVERSION/CONTINUATION NOTICE
GIVEN BY ANY CREDIT PARTY WITH RESPECT TO THE LOANS IN RESPECT OF WHICH SUCH
DETERMINATION WAS MADE SHALL BE DEEMED TO BE RESCINDED BY SUCH CREDIT PARTY.
B.
ILLEGALITY OR IMPRACTICABILITY OF LIBOR RATE LOANS.
IN THE EVENT
THAT ON ANY DATE ANY LENDER SHALL HAVE DETERMINED (WHICH DETERMINATION SHALL BE
FINAL AND CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO BUT SHALL BE MADE ONLY
AFTER CONSULTATION WITH CREDIT PARTIES AND THE ADMINISTRATIVE AGENT) THAT THE
MAKING, MAINTAINING OR CONTINUATION OF ITS LIBOR RATE LOANS IN DOLLARS OR ANY
ALTERNATIVE CURRENCY (I) HAS BECOME UNLAWFUL AS A RESULT OF COMPLIANCE BY SUCH
LENDER IN GOOD FAITH WITH ANY LAW, TREATY, GOVERNMENTAL RULE, REGULATION,
GUIDELINE OR ORDER (OR WOULD CONFLICT WITH ANY SUCH TREATY, GOVERNMENTAL RULE,
REGULATION, GUIDELINE OR ORDER NOT HAVING THE FORCE OF LAW EVEN THOUGH THE
FAILURE TO COMPLY THEREWITH WOULD NOT BE UNLAWFUL) OR (II) HAS BECOME
IMPRACTICABLE, OR WOULD CAUSE SUCH LENDER MATERIAL HARDSHIP, AS A RESULT OF
CONTINGENCIES OCCURRING AFTER THE DATE OF THIS AGREEMENT WHICH MATERIALLY AND
ADVERSELY AFFECT THE INTERBANK LIBOR MARKET OR THE POSITION OF SUCH LENDER IN
THAT MARKET, THEN, AND IN ANY SUCH EVENT, SUCH LENDER SHALL BE AN "AFFECTED
LENDER" AND IT SHALL ON THAT DAY GIVE NOTICE (BY FACSIMILE OR BY TELEPHONE
CONFIRMED IN WRITING) TO THE CREDIT PARTIES AND THE ADMINISTRATIVE AGENT OF SUCH
DETERMINATION (WHICH NOTICE THE ADMINISTRATIVE AGENT SHALL PROMPTLY TRANSMIT TO
EACH OTHER LENDER).
THEREAFTER (A) (I) IF SUCH LIBOR RATE LOAN IS DENOMINATED
IN DOLLARS, IT SHALL BE CONVERTED INTO A BASE RATE LOAN AND (II) IF SUCH LIBOR
RATE LOAN IS DENOMINATED IN ANY ALTERNATIVE CURRENCY, IT SHALL BE EXCHANGED INTO
AN EQUIVALENT AMOUNT OF DOLLARS AND BE CONVERTED INTO A BASE RATE LOAN AND
(B) THE OBLIGATION OF THE LENDERS TO MAKE LIBOR RATE
42
LOANS IN THE AFFECTED CURRENCY OR TO CONVERT LOANS INTO LIBOR RATE LOANS SHALL
BE SUSPENDED UNTIL THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND THE
LENDERS THAT THE CIRCUMSTANCES CAUSING SUCH SUSPENSION NO LONGER EXIST.
C.
COMPENSATION FOR BREAKAGE.
THE CREDIT PARTIES SHALL COMPENSATE
EACH LENDER UPON WRITTEN REQUEST BY SUCH LENDER (WHICH REQUEST SHALL SET FORTH
THE BASIS FOR REQUESTING SUCH AMOUNTS AND A CALCULATION THEREOF IN REASONABLE
DETAIL) FOR ALL REASONABLE LOSSES, EXPENSES AND LIABILITIES (INCLUDING ANY
INTEREST PAID BY SUCH LENDER TO LENDERS OF FUNDS BORROWED BY IT TO MAKE OR CARRY
ITS LIBOR RATE LOANS AND ANY LOSS, EXPENSE OR LIABILITY SUSTAINED BY SUCH LENDER
IN CONNECTION WITH THE LIQUIDATION OR RE-EMPLOYMENT OF SUCH FUNDS, BUT