Common use of LIBO Rate Lending Unlawful Clause in Contracts

LIBO Rate Lending Unlawful. If any Lender shall determine in good faith (which good faith determination shall, upon notice thereof to the Borrower and the Lenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of all Lenders to make, continue, maintain or convert into any such Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Agent that the circumstances causing such suspension no longer exist, and all LIBO Rate Loans of such type shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion. Until such time as such Lender's obligation to make, continue and maintain LIBO Rate Loans is reinstated, the Borrower shall have the right (with the prior written consent of the Agent, which consent shall not be unreasonably withheld) to replace such affected Lender by obtaining another financial institution that is willing to purchase such affected Lender's interest herein for the full amount of any outstanding Loans, Reimbursement Obligations and other amounts owed hereunder (including principal, accrued interest, breakage costs and any other unreimbursed costs and expenses owed to such Lender), to assume such affected Lender's obligations under this Agreement and to become a Lender hereunder. In such event, the affected Lender shall, upon ten (10) Business Days notice from Borrower, assign one hundred percent (100%) of its interest hereunder to such replacement lender for the price described in the previous sentence.

LIBO Rate Lending Unlawful. If any Lender Participant shall determine in good faith (which good faith determination shall, upon notice thereof to the Borrower Lessee and the LendersParticipants, be conclusive and binding on the BorrowerLessee) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority Governmental Authority asserts that it is unlawful, for such Lender Participant to makemake available, continue or maintain any Loan asRent Assignment Contribution or Lessor Amount that bears Yield based upon the LIBO Rate, as the case may be, the obligation of such Participant to make available, continue or to convert maintain any Loan intosuch Rent Assignment Contribution or Lessor Amount, as the case may be, on a LIBO Rate Loan, the obligations of all Lenders to make, continue, maintain or convert into any such Loans basis shall, upon such determination, forthwith be suspended (unless such Participant determines in its sole discretion that it can continue to make any Rent Assignment Contribution or Lessor Amount based upon the LIBO Rate at one of its lending offices where such action would not be deemed unlawful) until such Lender Participant shall notify the Agent Lessee and Lessor that the circumstances causing such suspension no longer existexist and, to the extent required by any such introduction of or change in or in the interpretation of any law, all Rent Assignment Contributions and all LIBO Rate Loans Lessor Amount, as the case may be, of such type Participant shall automatically convert into accrue Yield at the Alternate Base Rate Loans at either (a) on the end last day of the then current Interest Periods with respect Period applicable to such Rent Assignment Contributions or Lessor Amount, as the case may be, if such Participant may lawfully continue to maintain and fund such Rent Assignment Contribution or Lessor Amount, or (b) immediately if such Participant shall determine that it may not lawfully continue to maintain and fund such Rent Assignment Contribution or Lessor Amount, as the case may be, to such day thereto or sooner, if required by such law or assertion. Until such time as such Lender's obligation to make, continue and maintain LIBO Rate Loans is reinstated, the Borrower shall have the right (with the prior written consent of the Agent, which consent shall not be unreasonably withheld) to replace such affected Lender by obtaining another financial institution that is willing to purchase such affected Lender's interest herein for the full amount of any outstanding Loans, Reimbursement Obligations and other amounts owed hereunder (including principal, accrued interest, breakage costs and any other unreimbursed costs and expenses owed to such Lender), to assume such affected Lender's obligations under this Agreement and to become a Lender hereunder. In such event, the affected Lender shall, upon ten (10) Business Days notice from Borrower, assign one hundred percent (100%) of its interest hereunder to such replacement lender for the price described in the previous sentence.

LIBO Rate Lending Unlawful. If any Lender shall determine in good faith (which good faith determination shall, upon notice thereof to the Borrower Company and the Lenders, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law law, in each case after (i) in the case of any such introduction or change with respect to Committed Loans, the date upon which such Lender shall have become a Lender hereunder, and (ii) in the case of any such introduction or change with respect to Uncommitted Revolving Loans, the date on which such Lender submitted an Uncommitted Interest Quote in respect of such Uncommitted Revolving Loan pursuant to Section 2.4, makes it unlawful, or any central bank or other governmental authority asserts asserts, after such date, that it is unlawful, for such Lender to make, continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of all Lenders such Lender to make, continue, maintain or convert into any such Loans as or to LIBO Rate Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer existexist (with the date of such notice being the "Reinstatement Date"), and (i) all LIBO Rate Loans previously made by such Lender shall (A) in the case of such type shall U.S. Loans, automatically convert into Base Rate Loans and (B) in the case of Foreign Currency Loans, accrue interest at each applicable Lender's cost of funds, as reasonably determined and as notified by such Lender to the Administrative Agent and the Company, plus the Applicable Margin in respect of such Foreign Currency Loans, in each case at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion. Until , and (ii) all Loans thereafter to be made by such time Lender and outstanding prior to the Reinstatement Date shall (A) in the case of U.S. Loans, be made as such Lender's obligation Base Rate Loans, with interest thereon being payable on the same date that interest is payable with respect to make, continue and maintain the corresponding Borrowing of LIBO Rate Loans is reinstatedmade by Lenders not so affected, and (B) in the Borrower shall have the right (with the prior written consent case of the AgentForeign Currency Loans, which consent shall not be unreasonably withheld) to replace such affected Lender by obtaining another financial institution that is willing to purchase such affected accrue interest at each applicable Lender's interest herein for cost of funds, as reasonably determined and as notified by such Lender to the full amount Administrative Agent and the Company, plus the Applicable Margin in respect of any outstanding such Foreign Currency Loans, Reimbursement Obligations and other amounts owed hereunder (including principal, accrued interest, breakage costs and any other unreimbursed costs and expenses owed to such Lender), to assume such affected Lender's obligations under this Agreement and to become a Lender hereunder. In such event, the affected Lender shall, upon ten (10) Business Days notice from Borrower, assign one hundred percent (100%) of its interest hereunder to such replacement lender for the price described in the previous sentence.

LIBO Rate Lending Unlawful. If any Lender shall determine in good faith (which good faith determination shall, in the absence of manifest error, upon notice thereof to the Borrower Borrowers and the Lenders, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law law, in each case after (i) in the case of any such introduction or change with respect to any Committed Loan, the date upon which such Lender shall have become a Lender hereunder, and (ii) in the case of any such introduction or change with respect to any Uncommitted Revolving Loan, the date upon which such Lender submitted an Uncommitted Interest Quote in respect of such Uncommitted Revolving Loan pursuant to Section 2.8, makes it unlawful, or any central bank or other governmental authority asserts asserts, after such date, that it is unlawful, for such Lender to make, continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate LoanLoan in any currency, the obligations of all Lenders such Lender to make, continue, maintain or convert into any Loans as or to LIBO Rate Loans in such Loans currency shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer existexist (with the date of such notice being the "Reinstatement Date"), and (i) all LIBO Rate Loans in such currency previously made by such Lender shall (A) in the case of such type shall Loans in Dollars or Canadian Dollars, automatically convert into Base Rate Loans and (B) in the case of Foreign Currency Loans other than Foreign Currency Loans in Canadian Dollars, accrue interest at each applicable Lender's cost of funds in such currency, as reasonably determined and as notified by such Lender to the Administrative Agent and the Borrowers, plus the Applicable Margin in respect of such Foreign Currency Loans, in each case at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion. Until assertion and (ii) all Loans in such time currency thereafter made by such Lender and outstanding prior to the Reinstatement Date shall (A) in the case of Loans in Dollars or Canadian Dollars, be made as such Lender's obligation Base Rate Loans, with interest thereon being payable on the same date that interest is payable with respect to make, continue and maintain the corresponding Borrowing of LIBO Rate Loans is reinstatedmade by Lenders not so affected, and (B) in the Borrower shall have the right (with the prior written consent case of the AgentForeign Currency Loans other than Foreign Currency Loans in Canadian Dollars, which consent shall not be unreasonably withheld) to replace such affected Lender by obtaining another financial institution that is willing to purchase such affected accrue interest at each applicable Lender's interest herein for cost of funds in such currency, as reasonably determined and as notified by such Lender to the full amount Administrative Agent and the Borrowers, plus the Applicable Margin in respect of any outstanding such Foreign Currency Loans, Reimbursement Obligations and other amounts owed hereunder (including principal, accrued interest, breakage costs and any other unreimbursed costs and expenses owed to such Lender), to assume such affected Lender's obligations under this Agreement and to become a Lender hereunder. In such event, the affected Lender shall, upon ten (10) Business Days notice from Borrower, assign one hundred percent (100%) of its interest hereunder to such replacement lender for the price described in the previous sentence.

LIBO Rate Lending Unlawful. If any Lender Participant shall determine in good faith (which good faith determination shall, upon notice thereof to the Borrower Company and the LendersParticipants, be conclusive and binding on the BorrowerCompany and the other Lessees) that the introduction of or any change in or in the interpretation of any law after the Documentation Date makes it unlawful, or any central bank or other governmental authority asserts after the Documentation Date that it is unlawful, for such Lender Participant to make, continue or maintain any Loan asor Equity Amount, or to convert any Loan intoas the case may be, as a LIBO Rate Loan, Amount the obligations obligation of all Lenders such Participant to make, continue, continue or maintain or convert into any such Loans Loan or Equity Amount, as the case may be, as a LIBO Rate Amount shall, upon such determination, forthwith be suspended until such Lender Participant shall notify the Company and the Administrative Agent that the circumstances causing such suspension no longer exist, and all LIBO Rate Loans or Equity Amounts, as the case may be, of such type Participant shall automatically convert into bear interest or accrue Equity Yield at the Alternate Base Rate Loans at either (a) on the end last day of the then current Interest Periods with respect Rent Period applicable to such Loan or Equity Amount, then determined as a LIBO Rate Amount, as the case may be, if such Participant -40- 95 Participation Agreement may lawfully continue to maintain and fund such Loan or Equity Amount as a LIBO Rate Amount or (b) immediately if such Participant shall determine that it may not lawfully continue to maintain and fund such Loan or Equity Amount, as the case may be, as a LIBO Rate Amount to such day thereto or sooner, if required by such law or assertion. Until such time For so long as such Lenderany Participant's obligation obligations to make, continue and or maintain Loans or Equity Amounts, as the case may be, as a LIBO Rate Loans is reinstatedAmount shall be suspended pursuant to this SECTION 11.7, such Participant shall, subject to the Borrower shall have the right (with the prior written consent terms and conditions of the AgentOperative Documents, which consent shall not be unreasonably withheld) to replace such affected Lender by obtaining another financial institution that is willing to purchase such affected Lender's interest herein for the full amount of any outstanding Loansadvance Loans or Equity Amounts as Base Rate Amounts; PROVIDED, Reimbursement Obligations and other amounts owed hereunder (including principalHOWEVER, accrued interest, breakage costs and any other unreimbursed costs and expenses owed to such Lender), to assume such affected Lender's obligations under this Agreement and to become a Lender hereunder. In such event, the affected Lender shallthat, upon ten (10) Business Days notice from Borrowersuch Participant's notification to the Company and the Administrative Agent that the circumstances causing such suspension no longer exist, assign one hundred percent (100%) all such Base Rate Amounts shall be converted into LIBO Rate Amount on the first day of its interest hereunder to such replacement lender for the price described in the previous sentencenext succeeding Rent Period.

LIBO Rate Lending Unlawful. If If, on or after the date hereof, the adoption of any Lender shall determine in good faith (which good faith determination shallapplicable law, upon notice thereof to the Borrower and the Lendersrule or regulation, be conclusive and binding on the Borrower) that the introduction of or any change therein, or any change in or in the interpretation of or administration thereof by any law makes it unlawfulgovernmental authority, or any central bank or other governmental authority asserts that comparable agency charged with the interpretation or administration thereof, or compliance by any Participant (or its Funding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it is unlawfulunlawful or impossible for the Lessor or any Lender, for such Lender as the case may be (or its Funding Office) to make, continue maintain or maintain any Loan asfund Loans or Lessor Amount, or to convert any Loan intoas applicable, a at the LIBO Rate Loan(Reserve Adjusted) and such Participant shall promptly so notify the Company, as agent for the obligations of all Lenders to makeLessees, continue, maintain or convert into any such Loans shall, upon such determination, forthwith be suspended whereupon until such Lender shall notify Participant notifies the Agent Company that the circumstances causing giving rise to such suspension no longer exist, and all the obligation to continue LIBO Rate Loans Amounts or convert ABR Amounts into LIBO Rate Amounts shall be suspended. Such Participant, with the consent of the Company, as agent for the Lessees, (which consent shall not unreasonably be withheld), will designate a different Funding Office if such designation will avoid the need for giving such notice and will not, in the judgment of such type Participant, be otherwise disadvantageous to such Participant. If such notice is given, then (i) the Company, as agent for the Lessees, shall be entitled upon its request to a reasonable explanation of the factors underlying such notice and (ii) each LIBO Rate Amount of such Participant then outstanding shall automatically convert into Base Rate Loans at an ABR Amount either (a) on the end last day of the then current Interest Periods with respect thereto or soonerPeriod applicable thereto, if required by such law or assertion. Until Participant may lawfully continue to maintain and fund such time as such Lender's obligation to make, continue and maintain LIBO Rate Loans is reinstated, the Borrower shall have the right (with the prior written consent of the Agent, which consent shall not be unreasonably withheld) to replace such affected Lender by obtaining another financial institution that is willing to purchase such affected Lender's interest herein for the full amount of any outstanding Loans, Reimbursement Obligations and other amounts owed hereunder (including principal, accrued interest, breakage costs and any other unreimbursed costs and expenses owed Amount to such Lender)day or (b) immediately, if such Participant shall determine that it may not lawfully continue to assume maintain and fund such affected Lender's obligations under this Agreement and to become a Lender hereunder. In such event, the affected Lender shall, upon ten (10) Business Days notice from Borrower, assign one hundred percent (100%) of its interest hereunder LIBO Rate Amount to such replacement lender for the price described in the previous sentenceday.

LIBO Rate Lending Unlawful. If any Lender shall determine in good faith (which good faith determination shall, in the absence of manifest error, upon notice thereof to the Borrower Company and the Lenders, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law law, in each case after (i) in the case of any such introduction or change with respect to Committed Loans, the date upon which such Lender shall have become a Lender hereunder, and (ii) in the case of any such introduction or change with respect to Uncommitted Foreign Currency Revolving Loans, the date on which such Lender submitted an Uncommitted Foreign Currency Interest Quote in respect of such Uncommitted Foreign Currency Revolving Loan pursuant to Section 2.4 makes it unlawful, or any central bank or other governmental authority asserts asserts, after such date, that it is unlawful, for such Lender to make, continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of all Lenders such Lender to make, continue, maintain or convert into any such Loans as or to LIBO Rate Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, which such Lender shall do promptly upon obtaining actual knowledge of such change in circumstances (provided that the rights and benefits of such Lender under this clause relating to any period prior to such failure to give prompt notice shall not be limited or otherwise adversely affected as a result of such failure) (with the date of such notice being the "Reinstatement Date"), and (i) all LIBO Rate Loans 96 105 previously made by such Lender shall (A) in the case of such type shall U.S. Dollar Loans, automatically convert into Base Rate Loans and (B) in the case of Foreign Currency Loans, accrue interest at each applicable Lender's cost of funds, as reasonably determined and as notified by such Lender to the Administrative Agent and the Company, plus the Applicable Margin in respect of such Foreign Currency Loans, in each case at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion. Until , and (ii) all Loans thereafter to be made by such time Lender and outstanding prior to the Reinstatement Date shall (A) in the case of U.S. Dollar Loans, be made as such Lender's obligation Base Rate Loans, with interest thereon being payable on the same date that interest is payable with respect to make, continue and maintain the corresponding Borrowing of LIBO Rate Loans is reinstatedmade by Lenders not so affected, and (B) in the Borrower shall have the right (with the prior written consent case of the AgentForeign Currency Loans, which consent shall not be unreasonably withheld) to replace such affected Lender by obtaining another financial institution that is willing to purchase such affected accrue interest at each applicable Lender's interest herein for cost of funds, as reasonably determined and as notified by such Lender to the full amount Administrative Agent and the Company, plus the Applicable Margin in respect of any outstanding such Foreign Currency Loans, Reimbursement Obligations and other amounts owed hereunder (including principal, accrued interest, breakage costs and any other unreimbursed costs and expenses owed to such Lender), to assume such affected Lender's obligations under this Agreement and to become a Lender hereunder. In such event, the affected Lender shall, upon ten (10) Business Days notice from Borrower, assign one hundred percent (100%) of its interest hereunder to such replacement lender for the price described in the previous sentence.

LIBO Rate Lending Unlawful. If any Lender shall determine in good faith (which good faith determination shall, upon notice thereof to the U.S. Borrower and the LendersAdministrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority Governmental Authority asserts that it is unlawful, for such Lender to make, make or continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, or to make or maintain any Competitive Bid Loan based on a LIBOR Auction, the obligations of all Lenders such Lender to make, continue, maintain continue or convert into any such Loans LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and (a) all LIBO Rate Loans of such type denominated in Dollars shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion. Until such time as such Lender's obligation to make, continue and maintain (b) all LIBO Rate Loans denominated in any Other Currency shall automatically become due and payable at the end of the then current Interest Periods with respect thereto or sooner, if required by applicable law. If any Lender shall make such determination with respect to the making or maintaining a Competitive Bid Loan based on a LIBOR Auction and such Competitive Bid Loan is reinstatedrequired by law or assertion to be prepaid on a date prior to the end of the Interest Period therefor, then the Borrower shall have the right (with the prior written consent of the Agent, which consent shall not be unreasonably withheld) to replace prepay such affected Lender by obtaining another financial institution that is willing to purchase Competitive Bid Loan on such affected Lender's interest herein for the full amount of any outstanding Loans, Reimbursement Obligations and other amounts owed hereunder (including principal, accrued interest, breakage costs and any other unreimbursed costs and expenses owed to such Lender), to assume such affected Lender's obligations under this Agreement and to become a Lender hereunder. In such event, the affected Lender shall, upon ten (10) Business Days notice from Borrower, assign one hundred percent (100%) of its interest hereunder to such replacement lender for the price described in the previous sentencedate.

LIBO Rate Lending Unlawful. If any Lender Participant shall reasonably determine in good faith (which good faith determination shall, upon notice thereof to the Borrower Lessee and the LendersParticipants, be conclusive and binding on the BorrowerLessee and which notice shall be withdrawn whenever the applicable circumstances no longer exist) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority Governmental Authority asserts that it is unlawful, for such Lender Participant to makemake available, continue or maintain any Loan asor Lessor Amount that bears Interest or Yield based upon the LIBO Rate, as the case may be, the obligation of such Participant to make available, continue or to convert maintain any such Loan intoor Lessor Amount, as the case may be, on a LIBO Rate Loan, the obligations of all Lenders to make, continue, maintain or convert into any such Loans basis shall, upon such determination, forthwith be suspended (unless such Participant determines in its sole discretion that it can continue to make any Loan or Lessor Amount based upon the LIBO Rate at one of its lending offices where such action would not be deemed unlawful) until such Lender Participant shall notify the Agent Lessee and Lessor that the circumstances causing such suspension no longer existexist and, to the extent required by any such introduction of or change in or in the interpretation of any law, all Loans and all LIBO Rate Loans Lessor Amount, as the case may be, of such type Participant shall automatically convert into bear Interest or accrue Yield at the Alternate Base Rate Loans at either (a) on the end last day of the then current Interest Periods with respect Period applicable to such Loan or Lessor Amount, as the case may be, if such Participant may lawfully continue to maintain and fund such Loan or Lessor Amount, or (b) immediately if such Participant shall determine that it may not lawfully continue to maintain and fund such Loan or Lessor Amount, as the case may be, to such day thereto or sooner, if required by such law or assertion. Until such It is hereby understood and agreed that, notwithstanding anything to the foregoing set forth in this Section 14.1, if at any time as such Lender's obligation to make, continue and maintain LIBO Rate Loans is reinstatedthe conditions set forth in Section 14.2(b)(i) or (ii) are in effect, the Borrower provisions of this Section 14.1 shall have the right (with the prior written consent no longer be applicable for any purpose of the Agent, which consent shall not be unreasonably withheld) to replace such affected Lender by obtaining another financial institution that is willing to purchase such affected Lender's interest herein for the full amount determining any alternative rate of any outstanding Loans, Reimbursement Obligations and other amounts owed hereunder (including principal, accrued interest, breakage costs and any other unreimbursed costs and expenses owed to such Lender), to assume such affected Lender's obligations Interest or Yield under this Participation Agreement and to become a Lender hereunder. In such eventSection 14.2(b) shall instead be applicable for all purposes of determining any alternative rate of Interest or Yield, as the affected Lender shallcase may be, upon ten (10) Business Days notice from Borrower, assign one hundred percent (100%) of its interest hereunder to such replacement lender for the price described in the previous sentenceunder this Participation Agreement.

LIBO Rate Lending Unlawful. If any Lender shall determine in good faith (which good faith determination shall, upon notice thereof to the Borrower Borrowers and the LendersAdministrative Agent, be conclusive prima facie evidence thereof and shall be binding on the BorrowerBorrowers absent manifest error) that the introduction of or any change in or in the interpretation of any law law, in each case after the later of (i) the Closing Date and (ii) the date upon which such Lender shall have become a Lender hereunder (unless, in the case of this CLAUSE (ii), such introduction or change shall have similarly affected substantially all of the other Lenders) makes it unlawful, or any central bank or other governmental authority asserts Governmental Authority asserts, after such date, that it is unlawful, for such Lender to make, make or continue or maintain any Loan as, or -52- to convert any Loan into, a LIBO Rate Loan, the obligations of all Lenders such Lender to makemake or continue any Loan as a LIBO Rate Loan, continue, maintain or convert any Loan into any such Loans a LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer existexist (with the date of such notice being the "REINSTATEMENT DATE"), and (a) all LIBO Rate Loans of previously made by such type Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion. Until assertion and (b) all Loans thereafter made by such time Lender and outstanding prior to the Reinstatement Date shall be made as such Lender's obligation Base Rate Loans, with interest thereon being payable on the same date that interest is payable with respect to make, continue and maintain the corresponding Borrowing of LIBO Rate Loans is reinstated, the Borrower shall have the right (with the prior written consent of the Agent, which consent shall made by Lenders not be unreasonably withheld) to replace such affected Lender by obtaining another financial institution that is willing to purchase such affected Lender's interest herein for the full amount of any outstanding Loans, Reimbursement Obligations and other amounts owed hereunder (including principal, accrued interest, breakage costs and any other unreimbursed costs and expenses owed to such Lender), to assume such affected Lender's obligations under this Agreement and to become a Lender hereunder. In such event, the affected Lender shall, upon ten (10) Business Days notice from Borrower, assign one hundred percent (100%) of its interest hereunder to such replacement lender for the price described in the previous sentenceso affected.

LIBO Rate Lending Unlawful. If any Lender shall determine in good faith -------------------------- (which good faith determination shall, in the absence of manifest error, upon notice thereof to the Borrower and the Lenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law law, in each case after the date upon which such Lender shall have become a Lender hereunder, makes it unlawful, or any central bank or other governmental authority asserts asserts, after such date, that it is unlawful, for such Lender to make, continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of all Lenders such Lender to make, continue, maintain or convert into any such Loans as or to LIBO Rate Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer existexist (with the date of such notice being the "Reinstatement Date"), and (a) all LIBO Rate Loans of previously ------------------ made by such type Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion. Until assertion and (b) all Loans thereafter made by such time Lender and outstanding prior to the Reinstatement Date shall be made as such Lender's obligation Base Rate Loans, with interest thereon being payable on the same date that interest is payable with respect to make, continue and maintain the corresponding Borrowing of LIBO Rate Loans is reinstated, the Borrower shall have the right (with the prior written consent of the Agent, which consent shall made by Lenders not be unreasonably withheld) to replace such affected Lender by obtaining another financial institution that is willing to purchase such affected Lender's interest herein for the full amount of any outstanding Loans, Reimbursement Obligations and other amounts owed hereunder (including principal, accrued interest, breakage costs and any other unreimbursed costs and expenses owed to such Lender), to assume such affected Lender's obligations under this Agreement and to become a Lender hereunder. In such event, the affected Lender shall, upon ten (10) Business Days notice from Borrower, assign one hundred percent (100%) of its interest hereunder to such replacement lender for the price described in the previous sentenceso affected.

LIBO Rate Lending Unlawful. If any Lender shall determine in good faith (which good faith determination shall, in the absence of manifest error, upon notice thereof to the Borrower and the Lenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law law, in each case after the date upon which such Lender shall have become a Lender hereunder, makes it unlawful, or any central bank or other governmental authority asserts asserts, after such date, that it is unlawful, for such Lender to make, continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of all Lenders such Lender to make, continue, maintain or convert into any such Loans as or to LIBO Rate Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, which such Lender shall do promptly upon obtaining actual knowledge of such change in circumstances (provided that the rights and benefits of such Lender under this clause relating to any period prior to such failure to give prompt notice shall not be limited or otherwise adversely affected as a result of such failure) (with the date of such notice being the "Reinstatement Date"), and (i) all LIBO Rate Loans of previously made by such type Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion. Until assertion and (ii) all Loans thereafter made by such time Lender and outstanding prior to the Reinstatement Date shall be made as such Lender's obligation Base Rate Loans, with interest thereon being payable on the same date that interest is payable with respect to make, continue and maintain the corresponding Borrowing of LIBO Rate Loans is reinstated, the Borrower shall have the right (with the prior written consent of the Agent, which consent shall made by Lenders not be unreasonably withheld) to replace such affected Lender by obtaining another financial institution that is willing to purchase such affected Lender's interest herein for the full amount of any outstanding Loans, Reimbursement Obligations and other amounts owed hereunder (including principal, accrued interest, breakage costs and any other unreimbursed costs and expenses owed to such Lender), to assume such affected Lender's obligations under this Agreement and to become a Lender hereunder. In such event, the affected Lender shall, upon ten (10) Business Days notice from Borrower, assign one hundred percent (100%) of its interest hereunder to such replacement lender for the price described in the previous sentenceso affected.