HEREIN TO THE
CONTRARY NOTWITHSTANDING, IF WITH RESPECT TO ANY EURODOLLAR LOANS FOR ANY
INTEREST PERIOD THEREFOR:
(A)
THE ADMINISTRATIVE AGENT REASONABLY DETERMINES (WHICH
DETERMINATION SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR) THAT QUOTATIONS OF
INTEREST RATES FOR THE RELEVANT DEPOSITS REFERRED TO IN THE DEFINITION OF
"EURODOLLAR RATE" IN SECTION 1.1 HEREOF ARE NOT BEING PROVIDED IN THE RELATIVE
AMOUNTS OR FOR THE RELATIVE MATURITIES FOR PURPOSES OF DETERMINING THE RATE OF
INTEREST FOR SUCH LOANS AS PROVIDED IN THIS AGREEMENT; OR
(B)
REQUIRED LENDERS REASONABLY DETERMINE (WHICH DETERMINATION SHALL
BE CONCLUSIVE ABSENT MANIFEST ERROR) AND NOTIFY THE ADMINISTRATIVE AGENT THAT
THE RELEVANT RATES OF INTEREST REFERRED TO IN THE DEFINITION OF "EURODOLLAR
RATE" OR "ADJUSTED EURODOLLAR RATE" IN SECTION 1.1 HEREOF ON THE BASIS OF WHICH
THE RATE OF INTEREST FOR SUCH LOANS FOR SUCH INTEREST PERIOD IS TO BE DETERMINED
DO NOT ACCURATELY REFLECT THE COST TO THE LENDERS OF MAKING OR MAINTAINING SUCH
LOANS FOR SUCH INTEREST PERIOD;
then the Administrative Agent shall give F.Y.I. prompt notice thereof and, so
long as such condition remains in effect, the Lenders shall be under no
obligation to make Eurodollar Loans or to Convert Prime Rate Loans into
Eurodollar Loans and F.Y.I. shall, on the last day(s) of the then current
Interest Period(s) for the outstanding Eurodollar Loans, either prepay such
Loans or Convert such Loans into Prime Rate Loans in accordance with the terms
of this Agreement.
SECTION 4.3
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, IN THE EVENT THAT IT BECOMES UNLAWFUL FOR ANY LENDER OR ITS
APPLICABLE LENDING OFFICE TO (A) HONOR ITS OBLIGATION TO MAKE EURODOLLAR LOANS
HEREUNDER OR (B) MAINTAIN EURODOLLAR LOANS HEREUNDER, THEN SUCH LENDER SHALL
PROMPTLY NOTIFY F.Y.I. FOR AND ON BEHALF OF F.Y.I. (WITH A COPY TO THE
ADMINISTRATIVE AGENT) THEREOF AND SUCH LENDER'S OBLIGATION TO MAKE OR MAINTAIN
EURODOLLAR LOANS AND TO CONVERT PRIME RATE LOANS INTO EURODOLLAR LOANS HEREUNDER
SHALL BE SUSPENDED UNTIL SUCH TIME AS SUCH LENDER MAY AGAIN MAKE AND MAINTAIN
EURODOLLAR LOANS (IN WHICH CASE THE PROVISIONS OF SECTION 4.4 HEREOF SHALL BE
APPLICABLE).
SECTION 4.4
TREATMENT OF AFFECTED LOANS.
IF THE OBLIGATION OF ANY
LENDER TO MAKE OR CONTINUE, OR TO CONVERT PRIME RATE LOANS INTO, EURODOLLAR
LOANS IS SUSPENDED PURSUANT TO SECTION 4.1 OR 4.3 HEREOF, SUCH LENDER'S
EURODOLLAR LOANS SHALL BE AUTOMATICALLY CONVERTED INTO PRIME RATE LOANS ON THE
LAST DAY(S) OF THE THEN CURRENT INTEREST PERIOD(S) FOR THE EURODOLLAR LOANS (OR,
IN THE CASE OF A CONVERSION REQUIRED BY SECTION 4.1(B) OR 4.3 HEREOF, ON SUCH
EARLIER DATE AS SUCH LENDER MAY SPECIFY TO F.Y.I., WITH A COPY TO THE
ADMINISTRATIVE AGENT) AND, UNLESS AND UNTIL SUCH LENDER GIVES NOTICE AS PROVIDED
BELOW THAT THE CIRCUMSTANCES SPECIFIED IN SECTION 4.1 OR 4.3 HEREOF WHICH GAVE
RISE TO SUCH CONVERSION NO LONGER EXIST:
(A)
TO THE EXTENT THAT SUCH LENDER'S EURODOLLAR LOANS HAVE BEEN SO
CONVERTED, ALL PAYMENTS AND PREPAYMENTS OF PRINCIPAL WHICH WOULD OTHERWISE BE
APPLIED TO SUCH LENDER'S EURODOLLAR LOANS SHALL