LOANS FOR THE PURPOSE OF EFFECTING PAYMENT OF PRINCIPAL, INTEREST OR
OTHER COSTS AND EXPENSES PAYABLE BY THE BORROWER TO THE AGENT OR ANY LENDER
UNDER THIS AGREEMENT.
2.12
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF ANY
CHANGE AFTER THE CLOSING DATE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION
OR APPLICATION THEREOF SHALL MAKE IT UNLAWFUL FOR ANY LENDER OR APPLICABLE
LENDING OFFICE TO MAINTAIN LIBOR LOANS AS CONTEMPLATED BY THIS AGREEMENT,
(A) THE COMMITMENT OF SUCH LENDER HEREUNDER TO CONTINUE
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LIBOR LOANS AS SUCH AND CONVERT BASE RATE LOANS TO LIBOR LOANS SHALL FORTHWITH
BE SUSPENDED DURING SUCH PERIOD OF ILLEGALITY AND (B) THE LOANS OF SUCH LENDER
OR APPLICABLE LENDING OFFICE THEN OUTSTANDING AS LIBOR LOANS, IF ANY, SHALL BE
CONVERTED AUTOMATICALLY TO BASE RATE LOANS ON THE RESPECTIVE LAST DAYS OF THE
THEN CURRENT INTEREST PERIODS WITH RESPECT TO SUCH LOANS OR WITHIN SUCH EARLIER
PERIOD AS REQUIRED BY LAW.
IF ANY SUCH CONVERSION OF A LIBOR LOAN OCCURS ON A
DAY WHICH IS NOT THE LAST DAY OF THE THEN CURRENT INTEREST PERIOD WITH RESPECT
THERETO, THE BORROWER SHALL PAY TO SUCH LENDER SUCH AMOUNTS, IF ANY, AS MAY BE
REQUIRED PURSUANT TO SECTION 2.15.
TO THE EXTENT THAT A LENDER'S LIBOR LOANS
HAVE BEEN CONVERTED TO BASE RATE LOANS PURSUANT TO THIS SECTION 2.12, ALL
PAYMENTS AND PREPAYMENTS OF PRINCIPAL THAT OTHERWISE WOULD BE APPLIED TO SUCH
LENDER'S LIBOR LOANS SHALL BE APPLIED INSTEAD TO ITS BASE RATE LOANS.
2.13
INCREASED COSTS.
(A)
IN THE EVENT THAT ANY CHANGE AFTER THE
CLOSING DATE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR APPLICATION
THEREOF OR COMPLIANCE BY ANY LENDER WITH ANY REQUEST OR DIRECTIVE (WHETHER OR
NOT HAVING THE FORCE OF LAW BUT, IF NOT HAVING THE FORCE OF LAW, GENERALLY
APPLICABLE TO AND COMPLIED WITH BY BANKS AND FINANCIAL INSTITUTIONS OF THE SAME
GENERAL TYPE AS SUCH LENDER IN THE RELEVANT JURISDICTION) FROM ANY CENTRAL BANK
OR OTHER GOVERNMENTAL AUTHORITY MADE SUBSEQUENT TO THE CLOSING DATE:
(I)
SHALL IMPOSE, MODIFY OR HOLD APPLICABLE ANY RESERVE, SPECIAL
DEPOSIT, COMPULSORY LOAN OR SIMILAR REQUIREMENTS AGAINST ASSETS HELD BY, LETTERS
OF CREDIT ISSUED BY, DEPOSITS OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF,
ADVANCES, LOANS OR OTHER EXTENSIONS OF CREDIT BY, OR ANY OTHER ACQUISITION OF
FUNDS BY, ANY OFFICE OF SUCH LENDER OR APPLICABLE LENDING OFFICE WHICH IS NOT
OTHERWISE INCLUDED IN THE DETERMINATION OF THE LIBOR ADJUSTED RATE HEREUNDER; OR
(II)
SHALL IMPOSE ON SUCH LENDER OR APPLICABLE LENDING OFFICE ANY
OTHER CONDITION;
and the result of any of the foregoing is to increase the cost to the Agent of
issuing any Letter of Credit, increase the cost to any Lender or any Applicable
Lending Office of purchasing or maintaining any participation in a Letter of
Credit, or increase the cost to any Lender or any Applicable Lending Office of
converting into, continuing or maintaining LIBOR Loans, or to reduce any amount
receivable hereunder in respect of any of