DETERMINATION TO BORROWER AND LENDERS
(WHICH SHALL BE CONCLUSIVE AND BINDING ON BORROWER AND LENDERS).
IN SUCH EVENT
(A) ANY REQUEST FOR A LIBOR LOAN OR FOR A CONVERSION TO OR CONTINUATION OF A
LIBOR LOAN SHALL BE AUTOMATICALLY WITHDRAWN AND SHALL BE DEEMED A REQUEST FOR A
BASE RATE LOAN, (B) EACH LIBOR LOAN WILL AUTOMATICALLY, ON THE LAST DAY OF THE
THEN CURRENT INTEREST PERIOD RELATING THERETO, BECOME A BASE RATE LOAN AND
(C) THE OBLIGATIONS OF LENDERS TO MAKE LIBOR LOANS SHALL BE SUSPENDED UNTIL
ADMINISTRATIVE AGENT OR REQUIRED LENDERS DETERMINE THAT THE CIRCUMSTANCES GIVING
RISE TO SUCH SUSPENSION NO LONGER EXIST, IN WHICH EVENT ADMINISTRATIVE AGENT
SHALL SO NOTIFY BORROWER AND LENDERS.
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(III)
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, IF ANY
LAW SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO MAKE, FUND OR MAINTAIN LIBOR LOANS,
SUCH LENDER SHALL PROMPTLY GIVE NOTICE OF SUCH CIRCUMSTANCES TO ADMINISTRATIVE
AGENT, BORROWER AND THE OTHER LENDERS.
IN SUCH AN EVENT, (A) THE COMMITMENT OF
SUCH LENDER TO MAKE LIBOR LOANS, CONTINUE LIBOR LOANS AS LIBOR LOANS OR CONVERT
BASE RATE LOANS TO LIBOR LOANS SHALL BE IMMEDIATELY SUSPENDED AND (B) SUCH
LENDER'S OUTSTANDING LIBOR LOANS SHALL BE CONVERTED AUTOMATICALLY TO BASE RATE
LOANS ON THE LAST DAY OF THE INTEREST PERIOD THEREOF OR AT SUCH EARLIER TIME AS
MAY BE REQUIRED BY LAW.
(IV)
LIBOR BREAKAGE FEE.
UPON (A) ANY DEFAULT BY BORROWER IN MAKING
ANY BORROWING OF, CONVERSION INTO OR CONTINUATION OF ANY LIBOR LOAN FOLLOWING
BORROWER'S DELIVERY TO ADMINISTRATIVE AGENT OF ANY APPLICABLE NOTICE OF
BORROWING OR (B) ANY PAYMENT OF A LIBOR LOAN ON ANY DAY THAT IS NOT THE LAST DAY
OF THE INTEREST PERIOD APPLICABLE THERETO (REGARDLESS OF THE SOURCE OF SUCH
PREPAYMENT AND WHETHER VOLUNTARY, BY ACCELERATION OR OTHERWISE), BORROWER SHALL
PROMPTLY PAY ADMINISTRATIVE AGENT, FOR THE BENEFIT OF ALL LENDERS THAT FUNDED OR
WERE PREPARED TO FUND ANY SUCH LIBOR LOAN, AN AMOUNT EQUAL TO THE AMOUNT OF ANY
LOSSES, EXPENSES AND LIABILITIES (INCLUDING, WITHOUT LIMITATION, ANY LOSS
(INCLUDING INTEREST PAID) IN CONNECTION WITH THE RE-EMPLOYMENT OF SUCH FUNDS)
THAT ANY LENDER MAY SUSTAIN AS A RESULT OF SUCH DEFAULT OR SUCH PAYMENT.
FOR
PURPOSES OF CALCULATING AMOUNTS PAYABLE TO A LENDER UNDER THIS PARAGRAPH, EACH
LENDER SHALL BE DEEMED TO HAVE ACTUALLY FUNDED ITS RELEVANT LIBOR LOAN THROUGH
THE PURCHASE OF A DEPOSIT BEARING INTEREST AT LIBOR IN AN AMOUNT EQUAL TO THE
AMOUNT OF THAT LIBOR LOAN AND HAVING A MATURITY AND REPRICING CHARACTERISTICS
COMPARABLE TO THE RELEVANT INTEREST PERIOD; PROVIDED, HOWEVER, THAT EACH LENDER
MAY FUND EACH OF ITS LIBOR LOANS IN ANY MANNER IT SEES FIT, AND THE FOREGOING
ASSUMPTION SHALL BE UTILIZED ONLY FOR THE CALCULATION OF AMOUNTS PAYABLE UNDER
THIS SUBSECTION.
(V)
INCREASED COSTS.
IF, AFTER THE CLOSING DATE, THE ADOPTION OR
TAKING EFFECT OF, OR ANY CHANGE IN, ANY LAW, OR ANY CHANGE IN THE
INTERPRETATION, ADMINISTRATION OR APPLICATION OF ANY LAW BY ANY GOVERNMENTAL
AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH