which such interest or fees
are payable (to the extent computed on the basis of days elapsed). Each
determination by the Administrative Agent of an interest amount or fee hereunder
shall be made in good faith and, except for manifest error, shall be final,
conclusive and binding for all purposes.
INABILITY TO DETERMINE INTEREST RATES.
IF PRIOR TO THE COMMENCEMENT OF ANY
INTEREST PERIOD FOR ANY EURODOLLAR BORROWING, THE ADMINISTRATIVE AGENT SHALL
HAVE DETERMINED (WHICH DETERMINATION SHALL BE CONCLUSIVE AND BINDING UPON THE
BORROWER AND THE CO-BORROWER, ABSENT MANIFEST ERROR) THAT, BY REASON OF
CIRCUMSTANCES AFFECTING THE RELEVANT INTERBANK MARKET, ADEQUATE MEANS DO NOT
EXIST FOR ASCERTAINING LIBOR FOR SUCH INTEREST PERIOD, OR
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM THE REQUIRED LENDERS
THAT THE ADJUSTED LIBO RATE DOES NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO
SUCH LENDERS (OR LENDER, AS THE CASE MAY BE) OF MAKING, FUNDING OR MAINTAINING
THEIR (OR ITS, AS THE CASE MAY BE)
EURODOLLAR LOANS FOR SUCH INTEREST PERIOD,
the Administrative Agent shall give written notice (or telephonic notice,
promptly confirmed in writing) to the Borrower and to the Lenders as soon as
practicable thereafter. In the case of Eurodollar Loans, until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) the obligations of
the Lenders to make Eurodollar Revolving Loans or to continue or convert
outstanding Loans as or into Eurodollar Loans shall be suspended and
(ii) all
such affected Loans shall be converted into Base Rate Loans on the last day of
the then current Interest Period applicable thereto unless the Borrower, or
Co-Borrower as the case may be, prepays such Loans in accordance with this
Agreement. Unless the Borrower notifies the Administrative Agent at least one
Business Day before the date of any Eurodollar Revolving Borrowing for which a
Notice of Revolving Borrowing has previously been given that it elects not to
borrow on such date, then such Revolving Borrowing shall be made as a Base Rate
Borrowing.
ILLEGALITY.
IF ANY CHANGE IN LAW SHALL MAKE IT UNLAWFUL OR IMPOSSIBLE FOR ANY
LENDER TO MAKE, MAINTAIN OR FUND ANY EURODOLLAR LOAN AND SUCH LENDER SHALL SO
NOTIFY THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT SHALL PROMPTLY GIVE
NOTICE THEREOF TO THE BORROWER AND THE OTHER LENDERS, WHEREUPON UNTIL SUCH
LENDER NOTIFIES THE ADMINISTRATIVE AGENT AND THE BORROWER THAT THE CIRCUMSTANCES
GIVING RISE TO SUCH SUSPENSION NO LONGER EXIST, THE OBLIGATION OF SUCH LENDER TO
MAKE EURODOLLAR REVOLVING LOANS, OR TO CONTINUE OR CONVERT OUTSTANDING LOANS AS
OR INTO EURODOLLAR LOANS, SHALL BE SUSPENDED.
IN THE CASE OF THE MAKING OF A
EURODOLLAR REVOLVING BORROWING, SUCH LENDER'S REVOLVING LOAN SHALL BE MADE AS A
BASE RATE LOAN AS PART OF THE SAME REVOLVING BORROWING FOR THE SAME INTEREST
PERIOD AND IF THE AFFECTED EURODOLLAR LOAN IS THEN OUTSTANDING, SUCH LOAN SHALL
BE CONVERTED TO A BASE RATE LOAN EITHER (I) ON THE LAST DAY OF THE THEN CURRENT