LIMITED TO, AND SHALL IN NO EVENT
EXCEED, THE MAXIMUM AMOUNT OF INTEREST WHICH COULD LAWFULLY BE CHARGED OR
COLLECTED UNDER APPLICABLE LAW (INCLUDING, TO THE EXTENT APPLICABLE, THE
PROVISIONS OF SECTION 5197 OF THE REVISED STATUTES OF THE UNITED STATES, AS
AMENDED OR 12 U.S.C. SECTION 85, AS AMENDED), SO THAT THE MAXIMUM OF ALL AMOUNTS
CONSTITUTING INTEREST UNDER APPLICABLE LAW, HOWSOEVER COMPUTED, SHALL NEVER
EXCEED AS TO ANY PERSON LIABLE THEREFOR SUCH LAWFUL MAXIMUM, AND ANY TERM OF
THIS CREDIT AGREEMENT OR ANY OTHER DOCUMENT REFERRED TO HEREIN OR THEREIN WHICH
COULD BE CONSTRUED AS PROVIDING FOR INTEREST IN EXCESS OF SUCH LAWFUL MAXIMUM,
SHALL BE AND HEREBY IS MADE EXPRESSLY SUBJECT TO AND MODIFIED BY THE PROVISIONS
OF THIS PARAGRAPH.
6.6
INABILITY TO DETERMINE LIBOR RATE.
IN THE EVENT, PRIOR TO THE
COMMENCEMENT OF ANY INTEREST PERIOD RELATING TO ANY LIBOR RATE LOAN, THE
ADMINISTRATIVE AGENT SHALL IN GOOD FAITH DETERMINE OR BE NOTIFIED BY THE
REQUIRED LENDERS THAT (A) ADEQUATE AND REASONABLE METHODS DO NOT EXIST FOR
ASCERTAINING THE LIBOR RATE THAT WOULD OTHERWISE DETERMINE THE RATE OF INTEREST
TO BE APPLICABLE TO ANY LIBOR RATE LOAN DURING ANY INTEREST PERIOD OR (B) THE
LIBOR RATE DETERMINED OR TO BE DETERMINED FOR SUCH INTEREST PERIOD WILL NOT
ADEQUATELY AND FAIRLY REFLECT THE COST TO THE LENDERS OF MAKING OR MAINTAINING
THEIR LIBOR RATE LOANS DURING SUCH PERIOD, THE ADMINISTRATIVE AGENT SHALL
FORTHWITH GIVE NOTICE OF SUCH DETERMINATION (WHICH SHALL BE CONCLUSIVE AND
BINDING ON THE BORROWERS AND THE LENDERS) TO THE BORROWERS AND THE LENDERS. IN
SUCH EVENT (I) ANY LOAN REQUEST OR CONVERSION REQUEST WITH RESPECT TO LIBOR RATE
LOANS SHALL BE AUTOMATICALLY WITHDRAWN AND SHALL BE DEEMED A REQUEST FOR BASE
RATE LOANS, (II) EACH LIBOR RATE LOAN WILL AUTOMATICALLY, ON THE LAST DAY OF THE
THEN CURRENT INTEREST PERIOD RELATING THERETO, BECOME A BASE RATE LOAN AND
(III) THE OBLIGATIONS OF THE LENDERS TO MAKE LIBOR RATE LOANS SHALL BE SUSPENDED
UNTIL THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS DETERMINE THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION NO LONGER EXIST, WHEREUPON THE
ADMINISTRATIVE AGENT OR, AS THE CASE MAY BE, THE ADMINISTRATIVE AGENT UPON THE
INSTRUCTION OF THE REQUIRED LENDERS, SHALL SO NOTIFY THE BORROWERS AND THE
LENDERS.
48
6.7
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, IF ANY
PRESENT OR FUTURE LAW, REGULATION, TREATY OR DIRECTIVE OR IN THE INTERPRETATION
OR APPLICATION THEREOF SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO (I) MAKE OR
MAINTAIN LIBOR RATE LOANS, OR (II) PERFORM ITS OBLIGATIONS IN RESPECT OF ANY
LIBOR RATE LOAN, SUCH LENDER SHALL FORTHWITH GIVE NOTICE OF SUCH CIRCUMSTANCES
TO THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE OTHER LENDERS AND THEREUPON
(A) THE COMMITMENT OF SUCH LENDER TO MAKE LIBOR RATE LOANS OR CONVERT LOANS OF
ANOTHER TYPE TO LIBOR RATE LOANS SHALL FORTHWITH BE SUSPENDED, AND (B) SUCH
LENDER'S LOANS THEN OUTSTANDING AS LIBOR RATE LOANS IF ANY SUCH LOANS EXIST,
SHALL BE CONVERTED AUTOMATICALLY TO BASE RATE LOANS ON