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.
SECTION 2.15
SUSPENSION OF EURODOLLAR RATE OPTION.
NOTWITHSTANDING ANY
PROVISION TO THE CONTRARY IN THIS ARTICLE 2, THE FOLLOWING SHALL APPLY:
(A)
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 AS A WHOLE 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.
(B)
ILLEGALITY.
IF ANY LENDER DETERMINES IN GOOD FAITH 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.
(C)
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
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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 DAY OF THE CURRENT INTEREST