the Register
relating to such Lender, in which case the new Notes delivered to such Lender
shall be dated the date of the original Notes and (ii) in the case of loss,
destruction or mutilation of existing Notes and similar circumstances.
Each
Note, if issued, shall only be issued as means to evidence the right, title or
interest of a Lender or a registered assignee in and to the related Loan, as set
forth in the Register, and in no event shall any Note be considered a bearer
instrument or obligation.
60
2.15
SUSPENSION OF EURODOLLAR RATE OPTION.
NOTWITHSTANDING ANY PROVISION
TO THE CONTRARY IN THIS ARTICLE II, THE FOLLOWING SHALL APPLY:
2.15.1
INTEREST RATE UNASCERTAINABLE, INADEQUATE OR UNFAIR.
IN THE EVENT
THAT (A) THE ADMINISTRATIVE AGENT DETERMINES THAT ADEQUATE AND FAIR MEANS DO NOT
EXIST FOR ASCERTAINING THE APPLICABLE INTEREST RATES BY REFERENCE TO WHICH THE
EURODOLLAR RATE IS DETERMINED OR (B) THE REQUIRED LENDERS NOTIFY THE
ADMINISTRATIVE AGENT THAT THE EURODOLLAR RATE FOR ANY INTEREST PERIOD WILL NOT
ADEQUATELY REFLECT THE COST TO THE LENDERS OF MAKING OR MAINTAINING SUCH LOANS
FOR SUCH INTEREST PERIOD, THE ADMINISTRATIVE AGENT SHALL PROMPTLY SO NOTIFY THE
BORROWER AND THE LENDERS, WHEREUPON THE OBLIGATION OF EACH LENDER TO MAKE OR TO
CONTINUE EURODOLLAR RATE LOANS SHALL BE SUSPENDED AS PROVIDED IN CLAUSE (C)
BELOW UNTIL THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER THAT THE REQUIRED
LENDERS HAVE DETERMINED THAT THE CIRCUMSTANCES CAUSING SUCH SUSPENSION NO LONGER
EXIST.
2.15.2
ILLEGALITY.
IF ANY LENDER DETERMINES THAT THE INTRODUCTION OF, OR
ANY CHANGE IN OR IN THE INTERPRETATION OF, ANY REQUIREMENT OF LAW AFTER THE DATE
OF THIS AGREEMENT SHALL MAKE IT UNLAWFUL, OR ANY GOVERNMENTAL AUTHORITY SHALL
ASSERT THAT IT IS UNLAWFUL, FOR ANY LENDER OR ITS APPLICABLE LENDING OFFICE TO
MAKE EURODOLLAR RATE LOANS OR TO CONTINUE TO FUND OR MAINTAIN EURODOLLAR RATE
LOANS, THEN, ON NOTICE THEREOF AND DEMAND THEREFOR BY SUCH LENDER TO THE
BORROWER THROUGH THE ADMINISTRATIVE AGENT, THE OBLIGATION OF SUCH LENDER TO MAKE
OR TO CONTINUE EURODOLLAR RATE LOANS SHALL BE SUSPENDED AS PROVIDED IN CLAUSE
(C) BELOW UNTIL SUCH LENDER SHALL, THROUGH THE ADMINISTRATIVE AGENT, NOTIFY THE
BORROWER THAT IT HAS DETERMINED THAT IT MAY LAWFULLY MAKE EURODOLLAR RATE LOANS.
2.15.3
EFFECT OF SUSPENSION.
IF THE OBLIGATION OF ANY LENDER TO MAKE OR TO
CONTINUE EURODOLLAR RATE LOANS IS SUSPENDED, (A) THE OBLIGATION OF SUCH LENDER
TO CONVERT BASE RATE LOANS INTO EURODOLLAR RATE LOANS SHALL BE SUSPENDED, (B)
SUCH LENDER SHALL MAKE A BASE RATE LOAN AT ANY TIME SUCH LENDER WOULD OTHERWISE
BE OBLIGATED TO MAKE A EURODOLLAR RATE LOAN, (C) THE BORROWER MAY REVOKE ANY
PENDING NOTICE OF BORROWING OR NOTICE OF CONVERSION OR CONTINUATION TO MAKE OR
CONTINUE ANY EURODOLLAR RATE LOAN OR TO CONVERT ANY BASE RATE LOAN INTO A
EURODOLLAR RATE LOAN AND (D) EACH EURODOLLAR RATE LOAN OF SUCH LENDER SHALL
AUTOMATICALLY AND IMMEDIATELY (OR, IN THE CASE OF ANY SUSPENSION PURSUANT TO
CLAUSE (A) ABOVE, ON THE LAST