(I) WITH RESPECT TO INTEREST PERIODS OF THREE MONTHS OR LESS, ON THE
LAST DAY OF SUCH INTEREST PERIOD, AND (II) WITH RESPECT TO INTEREST PERIODS FROM
THREE MONTHS TO SIX MONTHS, ON THE DAY WHICH IS THREE MONTHS AFTER THE
COMMENCEMENT OF SUCH INTEREST PERIOD AND ON THE LAST DAY OF SUCH INTEREST
PERIOD, IN EACH CASE, AT A RATE PER ANNUM EQUAL TO THE SUM OF (A) LIBOR AND (B)
THE APPLICABLE MARGIN.
(C)
IF AT ANY TIME THE LENDER SHALL DETERMINE IN GOOD FAITH (WHICH
DETERMINATION SHALL BE CONCLUSIVE) THAT THE MAKING OR MAINTENANCE OF ALL OR ANY
PART OF THE LOAN ON A EURODOLLAR INTEREST RATE BASIS HAS BEEN MADE IMPRACTICABLE
OR UNLAWFUL (I) BECAUSE OF COMPLIANCE BY THE LENDER IN GOOD FAITH WITH ANY LAW
OR GUIDELINE OR INTERPRETATION OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL
AUTHORITY CHARGED WITH THE INTERPRETATION OR ADMINISTRATION THEREOF OR WITH ANY
REQUEST OR DIRECTIVE OF SUCH BODY (WHETHER OR NOT HAVING THE EFFECT OF LAW),
(II) BECAUSE U.S. DOLLAR DEPOSITS IN THE AMOUNT AND REQUESTED MATURITY OF SUCH
LOAN OR PORTION THEREOF BEARING EURODOLLAR INTEREST ARE NOT AVAILABLE TO THE
LENDER IN THE LONDON EURODOLLAR INTERBANK MARKET, OR (III) BECAUSE THE LENDER IS
OTHERWISE UNABLE TO DETERMINE LIBOR IN ACCORDANCE WITH THIS AGREEMENT, THEN THE
ADMINISTRATIVE AGENT, UPON NOTICE TO IT OF SUCH DETERMINATION BY THE LENDER,
SHALL PROMPTLY ADVISE THE BORROWER THEREOF.
UPON SUCH DATE AS SHALL BE
SPECIFIED IN SUCH NOTICE AND UNTIL SUCH TIME AS THE ADMINISTRATIVE AGENT, UPON
NOTICE TO IT BY THE LENDER, SHALL NOTIFY THE BORROWER THAT THE CIRCUMSTANCES
SPECIFIED BY IT IN SUCH NOTICE NO LONGER APPLY, (X) NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, THE LOAN OR APPLICABLE PORTION THEREOF SHALL,
AUTOMATICALLY AND WITHOUT REQUIREMENT OF FURTHER NOTICE, COMMENCE BEARING
INTEREST AT A RATE PER ANNUM EQUAL TO THE SUM OF (A) COST OF FUNDS AND (B) THE
APPLICABLE MARGIN, AND (Y) THE OBLIGATION OF THE LENDER TO LEND AMOUNTS UNDER
THE FACILITY ON A EURODOLLAR INTEREST RATE BASIS SHALL BE SUSPENDED UNTIL SUCH
TIME AS THE PARTIES AGREE UPON ANY ALTERNATIVE INTEREST RATE BASIS.
(D)
NOT LATER THAN THE THIRD BUSINESS DAY PRIOR TO THE LAST DAY OF ANY
INTEREST PERIOD WITH RESPECT TO ANY TRANCHE, THE BORROWER SHALL HAVE DELIVERED
TO THE ADMINISTRATIVE AGENT AN IRREVOCABLE WRITTEN ELECTION OF THE SUBSEQUENT
INTEREST PERIOD.
IF BORROWER DOES NOT TIMELY DELIVER SUCH WRITTEN ELECTION IN
ACCORDANCE WITH THIS SECTION 3.01(D), THE SUBSEQUENT INTEREST PERIOD SHALL BE
THREE MONTHS.
SECTION 3.02
RESERVES.
IF, DURING ANY PERIOD, THE LENDER SHALL BE
REQUIRED TO MAINTAIN RESERVES AGAINST "EUROCURRENCY LIABILITIES" IN ACCORDANCE
WITH FEDERAL RESERVE BOARD REGULATION D, THE BORROWER SHALL PAY ADDITIONAL
INTEREST DURING SUCH PERIOD ON THE LOAN (CONTEMPORANEOUSLY WITH EACH INTEREST
PAYMENT DUE THEREON COMMENCING WITH THE FIRST SUCH PAYMENT DUE AT LEAST TEN
(10) BUSINESS DAYS AFTER RECEIPT OF THE NOTICE REFERRED TO IN THE NEXT
SENTENCE) AT A RATE PER ANNUM UP TO BUT NOT EXCEEDING THE MARGINAL RATE
DETERMINED BY