Common use of Illegality; Substituted Interest Rates Clause in Contracts

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Note Purchaser to make or maintain any Notes at the LIBOR rate as contemplated by this Agreement, or (b) in the event that the Note Purchaser shall have determined (which determination shall be conclusive and binding upon the Issuer) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rate, or (c) the Note Purchaser shall have determined (which determination shall be conclusive and binding on the Issuer) that the applicable LIBOR rate will not adequately and fairly reflect the cost to the Note Purchaser of maintaining or funding the Notes based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Note Purchaser shall only make such determination if the published LIBOR rate used by the Note Purchaser does not accurately reflect the actual LIBOR rate), (x) the obligation of the Note Purchaser to make or maintain the Notes at the LIBOR rate shall forthwith be suspended and the Note Purchaser shall promptly notify the Issuer thereof (by telephone confirmed in writing) and (y) each Note then outstanding, if any, shall, from and including the date that is forty-five (45) days after the Issuer's receipt of notice from the Note Purchaser of the occurrence of any condition set forth in clauses (a), (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Prime Rate and (ii) the rate of interest (including the Applicable Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser to make or maintain the Notes at the LIBOR rate it becomes lawful for the Note Purchaser to make or maintain the Notes at the LIBOR rate, or the circumstances described in clause (b) or (c) above no longer exist, the Note Purchaser shall so notify the Issuer and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Note Purchaser to make or maintain the Notes at the LIBOR rate or the circumstances described in clause (b) or (c) above no longer exist.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement applicable Requirements of Law or any change therein or in the interpretation or application thereof shall make it unlawful for a Lender (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate) to make or maintain any Notes Loan at the LIBOR rate as contemplated by this AgreementAgreement and the other Transaction Documents, or (b) in the event that any Lender (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate), or the Administrative Agent on behalf of all such Lenders, shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower absent manifest error) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rate, or (c) Majority Lenders (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate), or the Administrative Agent on behalf of all such Lenders, shall have determined (which determination shall be conclusive and binding on the IssuerBorrower absent manifest error) that the applicable LIBOR rate will not adequately and fairly reflect the cost to the Note Purchaser such Lender of maintaining or funding the Notes Loans, as applicable, based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that such Lender or the Note Purchaser Administrative Agent, as the case may be, shall only make such determination if the published LIBOR rate used by the Note Purchaser such Lender 37 does not (or by the Lenders do not) accurately reflect the actual LIBOR rate), then (x) the obligation of the Note Purchaser such Lender (or, if applicable, all affected Lenders) to make or maintain the Notes Loans at the LIBOR rate shall forthwith be suspended and such Lender or the Note Purchaser Administrative Agent, as applicable, shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note affected Loan then outstanding, if any, shall, from and including the date that is forty-five (45) days after the Issuer's Borrower’s receipt of notice from such Lender or the Note Purchaser Administrative Agent of the occurrence of any condition set forth in clauses clause (a), (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Interest Rate calculated using the Prime Rate as the Benchmark Rate rather than LIBOR, and (ii) the rate of interest (including the Applicable Margin) Interest Rate in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of a Lender or the Note Purchaser applicable Lenders to make or maintain the Notes at Loans using LIBOR as the LIBOR rate it becomes lawful for the Note Purchaser to make or maintain the Notes at the LIBOR rateBenchmark Rate, or the circumstances described that resulted in clause (b) or (c) above such suspension no longer exist, such Lender or the Note Purchaser Administrative Agent, as applicable, shall so notify the Issuer Borrower and its obligation the previous method to do so determine the Interest Rate (without application of this Section) shall be reinstated effective as of the date it becomes lawful for the Note Purchaser that such circumstances no longer exist with respect to make or maintain the Notes at the LIBOR rate such Lender or the circumstances described in clause (b) or (c) above no longer existapplicable Lenders.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Class A Note Purchaser to make or maintain any Class A Notes at the LIBOR rate as contemplated by this Agreement, or (b) in the event that the Class A Note Purchaser shall have determined (which determination shall be conclusive and binding upon the Issuer) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rate, or (c) the Class A Note Purchaser shall have determined (which determination shall be conclusive and binding on the Issuer) that the applicable LIBOR rate will not adequately and fairly reflect the cost to the Class A Note Purchaser of maintaining or funding the Class A Notes based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Class A Note Purchaser shall only make such determination if the published LIBOR rate used by the Class A Note Purchaser does not accurately reflect the actual LIBOR rate), (x) the obligation of the Class A Note Purchaser to make or maintain the Class A Notes at the LIBOR rate shall forthwith be suspended and the Class A Note Purchaser shall promptly notify the Issuer thereof (by telephone confirmed in writing) and (y) each Class A Note then outstanding, if any, shall, from and including the date that is forty-five (45) days after the Issuer's receipt of notice from the Class A Note Purchaser of the occurrence of any condition set forth in clauses (a), (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Prime Rate and (ii) the rate of interest (including the Class A Applicable Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Class A Note Purchaser to make or maintain the Class A Notes at the LIBOR rate it becomes lawful for the Class A Note Purchaser to make or maintain the Class A Notes at the LIBOR rate, or the circumstances described in clause (b) or (c) above no longer exist, the Class A Note Purchaser shall so notify the Issuer and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Class A Note Purchaser to make or maintain the Class A Notes at the LIBOR rate or the circumstances described in clause (b) or (c) above no longer exist.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Note Purchaser Lender to make or maintain any Notes Loans at the LIBOR rate as contemplated by this Agreement, or (b) in the event that the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rate, or (c) the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding on the IssuerBorrower) that the applicable Applicable LIBOR rate will not adequately and fairly reflect the cost to the Note Purchaser Lender of maintaining or funding the Notes Loans based on such applicable Applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Note Purchaser Lender shall only make such determination if the published LIBOR rate used by the Note Purchaser Lender does not accurately reflect the actual LIBOR rate), (x) the obligation of the Note Purchaser Lender to make or maintain the Notes Loans at the LIBOR rate shall forthwith be suspended and the Note Purchaser Lender shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note Loan then outstanding, if any, shall, from and including the date that is forty-five (45) days after the IssuerBorrower's receipt of notice from the Note Purchaser Lender of the occurrence of any condition set forth in clauses (a)) , (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Prime Rate and (ii) the rate of interest (including the Applicable applicable LIBOR Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser Lender to make or maintain the Notes Loans at the LIBOR rate it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Loans at the LIBOR rate, or the circumstances described in clause (b) or (c) above no longer exist, the Note Purchaser Lender shall so notify the Issuer Borrower and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Loans at the LIBOR rate or the circumstances described in clause (b) or (c) above no longer exist.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Note Purchaser a Lender to make or maintain any Notes Loan at the LIBOR rate as contemplated by this AgreementAgreement and the other Loan Documents, or (b) in the event that the Note Purchaser a Lender shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rate, or (c) the Note Purchaser a Lender shall have determined (which determination shall be conclusive and binding on the IssuerBorrower) that the applicable LIBOR rate will not adequately and fairly reflect the cost to the Note Purchaser such Lender of maintaining or funding the Notes Class A Loans or the Class B Loans, as applicable, based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Note Purchaser such Lender shall only make such determination (i) upon giving Standard & Poor’s not less than ten (10) days’ prior written notice thereof and (ii) if the published LIBOR rate used by the Note Purchaser such Lender does not accurately reflect the actual LIBOR rate), (x) the obligation of the Note Purchaser such Lender to make or maintain the Notes Class A Loans or the Class B Loans, as applicable, at the LIBOR rate shall forthwith be suspended and the Note Purchaser such Lender shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note affected Loan then outstanding, if any, shall, from and including the date that is forty-five (45) days after the Issuer's Borrower’s receipt of notice from the Note Purchaser such Lender of the occurrence of any condition set forth in clauses (a), (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the sum of (x) the Prime Rate and (y) the Class A Applicable Margin or the Class B Applicable Margin, as applicable, minus 3.00% and (ii) the rate of interest (including the Class A Applicable Margin or Class A Applicable Margin, as applicable) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser a Lender to make or maintain the Notes Class A Loans or the Class B Loans, as applicable, at the LIBOR rate (including the Class A Applicable Margin and the Class B Applicable Margin, as applicable) it becomes lawful for the Note Purchaser such Lender to make or maintain the Notes Class A Loans or the Class B Loans, as applicable, at the LIBOR rate, or the circumstances described in clause (b) or (c) above no longer exist, the Note Purchaser such Lender shall so notify the Issuer Borrower and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Note Purchaser such Lender to make or maintain the Notes Class A Loans or the Class B Loans, as applicable, at the LIBOR rate (including the Class A Applicable Margin and the Class B Applicable Margin, as applicable) or the circumstances described in clause (b) or (c) above no longer exist.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Note Purchaser Lender to make or maintain any Notes Loans at the LIBOR rate as contemplated by this Agreement, or (b) in the event that the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rateLIBOR, or (c) the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding on the IssuerBorrower) that the applicable Applicable LIBOR rate will not adequately and fairly reflect the cost to the Note Purchaser Lender of maintaining or funding the Notes Loans based on such applicable Applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Note Purchaser Lender shall only make such determination if the published LIBOR rate used by the Note Purchaser Lender does not accurately reflect the actual LIBOR rate), (x) the obligation of the Note Purchaser Lender to make or maintain the Notes Loans at the LIBOR rate shall forthwith be suspended and the Note Purchaser Lender shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note Loan then outstanding, if any, shall, from and including the date that is forty-five (45) days after the IssuerBorrower's receipt of notice from the Note Purchaser Lender of the occurrence of any condition set forth in clauses (a)) , (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Prime Rate and (ii) the rate of interest (including the Applicable LIBOR Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser Lender to make or maintain the Notes Loans at the LIBOR rate it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Loans at the LIBOR rate, or the circumstances described in clause (b) or (c) above no longer exist, the Note Purchaser Lender shall so notify the Issuer Borrower and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Loans at the LIBOR rate or the circumstances described in clause (b) or (c) above no longer exist.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Note Purchaser Lender to make or maintain any Notes Advances at the LIBOR rate Rate as contemplated by this Loan Agreement, or (b) in the event that the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rateRate, or (c) the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding on the IssuerBorrower) that the applicable LIBOR rate Rate will not adequately and fairly reflect the cost to the Note Purchaser Lender of maintaining or funding the Notes Advances based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Note Purchaser shall only make such determination if the published LIBOR rate used by the Note Purchaser does not accurately reflect the actual LIBOR rate)Rate, (x) the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate shall forthwith be suspended and the Note Purchaser Lender shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note Advance then outstanding, if any, shall, from and including the date that is forty-five (45) days after of the IssuerBorrower's receipt of notice from the Note Purchaser Lender of the occurrence of any condition set forth in clauses clause (a)) , (b) or (c)) above, or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Prime Base Rate and (ii) the rate of interest (including the Applicable Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) above occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rateRate, or the circumstances described in clause (b) or (c) above no longer exist, the Note Purchaser Lender shall so notify the Issuer Borrower and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate or the circumstances described in clause (b) or (c) above no longer exist.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement applicable Requirements of Law or any change therein or in the interpretation or application thereof shall make it unlawful for a Lender (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate) to make or maintain any Notes Loan at the LIBOR rate as contemplated by this AgreementAgreement and the other Transaction Documents, or (b) in the event that any Lender (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate), or the Administrative Agent on behalf of all such Lenders, shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower absent manifest error) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rate, or (c) Majority Lenders (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate), or the Administrative Agent on behalf of all such Lenders, shall have determined (which determination shall be conclusive and binding on the IssuerBorrower absent manifest error) that the applicable LIBOR rate will not adequately and fairly reflect the cost to the Note Purchaser such Lender of maintaining or funding the Notes Loans, as applicable, based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that such Lender or the Note Purchaser Administrative Agent, as the case may be, shall only make such determination if the published LIBOR rate used by the Note Purchaser such Lender does not (or by the Lenders do not) accurately reflect the actual LIBOR rate), then (x) the obligation of the Note Purchaser such Lender (or, if applicable, all affected Lenders) to make or maintain the Notes Loans at the LIBOR rate shall forthwith be suspended and such Lender or the Note Purchaser Administrative Agent, as applicable, shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note affected Loan then outstanding, if any, shall, from and including the date that is forty-forty five (45) days after the Issuer's Borrower’s receipt of notice from such Lender or the Note Purchaser Administrative Agent of the occurrence of any condition set forth in clauses clause (a), (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Interest Rate calculated using the Prime Rate as the Benchmark Rate rather than LIBOR, and (ii) the rate of interest (including the Applicable Margin) Interest Rate in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of a Lender or the Note Purchaser applicable Lenders to make or maintain the Notes at Loans using LIBOR as the LIBOR rate it becomes lawful for the Note Purchaser to make or maintain the Notes at the LIBOR rateBenchmark Rate, or the circumstances described that resulted in clause (b) or (c) above such suspension no longer exist, such Lender or the Note Purchaser Administrative Agent, as applicable, shall so notify the Issuer Borrower and its obligation the previous method to do so determine the Interest Rate (without application of this Section) shall be reinstated effective as of the date it becomes lawful for the Note Purchaser that such circumstances no longer exist with respect to make or maintain the Notes at the LIBOR rate such Lender or the applicable Lenders. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances described set forth in clause (b) above have arisen and such circumstances are unlikely to be temporary or (cii) above the circumstances set forth in clause (b) have not arisen but the supervisor for the administrator of the LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer existbe used for determining interest rates for loans, then the Administrative Agent and the Borrower shall negotiate in good faith to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. For the avoidance of doubt, until such an amendment becomes effective, the Loans will continue to accrue interest in accordance with the terms of this Agreement, including clause (y) above.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if If prior to the commencement of any Requirement of Law or any change therein or in Interest Period: (i) the interpretation or application thereof shall make it unlawful for the Note Purchaser to make or maintain any Notes at the LIBOR rate as contemplated by this Agreement, or (b) in the event that the Note Purchaser shall have determined Administrative Agent determines (which determination shall be conclusive and binding upon the Issuerabsent manifest error) that that, by reason of circumstances affecting the LIBOR interbank market neither market, adequate nor and reasonable means do not exist for ascertaining the LIBOR rate(including, without limitation, because LIBOR is not available or published on a current basis), for such Interest Period; or (cii) the Note Purchaser shall have determined (which determination shall be conclusive and binding on Administrative Agent is advised by the Issuer) Majority Lenders that the applicable LIBOR rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Advances, then the Note Purchaser of maintaining Administrative Agent shall give notice thereof to the Borrower by telephone or funding telecopy as promptly as practicable thereafter and, until the Notes based on such applicable LIBOR rate (provided Administrative Agent notifies the Borrower that the parties hereto acknowledge circumstances giving rise to such notice no longer exist, then the Administrative Agent shall suspend the availability of LIBOR and agree the Benchmark Rate shall be the Alternate Base Rate (without giving effect to clause (c) in the definition thereof). (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of LIBOR has made a public statement that the Note Purchaser shall only make such determination if the published administrator of LIBOR rate used by the Note Purchaser does not accurately reflect the actual LIBOR rateis insolvent (and there is no successor administrator that will continue publication of LIBOR), (x) the obligation administrator of the Note Purchaser LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to make or maintain the Notes at the LIBOR rate shall forthwith be suspended published by it (and the Note Purchaser shall promptly notify the Issuer thereof (by telephone confirmed in writing) and there is no successor administrator that will continue publication of LIBOR), (y) each Note the supervisor for the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR may no longer be used for determining interest rates for loans, then outstandingthe Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if anysuch alternate rate of interest as so determined would be less than zero, shall, from and including such rate shall be deemed to be zero for the date that is forty-five (45) days after the Issuer's receipt purposes of notice from the Note Purchaser of this Agreement. Upon the occurrence of any condition set forth of the events described above in clauses (athis Section 2.12(b), Administrative Agent shall give notice thereof to the Borrower and any other Agent by telephone or telecopy as promptly as practicable thereafter, and until an alternate rate of interest shall be determined in accordance with this clause (b) or (c)but, or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater case of (i) the Prime Rate and (ii) the rate of interest (including the Applicable Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser to make or maintain the Notes at the LIBOR rate it becomes lawful for the Note Purchaser to make or maintain the Notes at the LIBOR rate, or the circumstances described in clause (bii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.12(b), only to the extent LIBOR is not available or published at such time on a current basis), the Benchmark Rate shall be the Alternate Base Rate (without giving effect to clause (c) above no longer existin the definition thereof), the Note Purchaser shall so notify the Issuer and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Note Purchaser to make or maintain the Notes at the LIBOR rate or the circumstances described in clause (b) or (c) above no longer existapplicable.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Note Purchaser Lender to make or maintain any Notes Advances at the LIBOR rate Rate as contemplated by this Loan Agreement, or (b) in the event that the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower and the Insurer) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rateRate, or (c) the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding on the IssuerBorrower and the Insurer) that the applicable LIBOR rate Rate will not adequately and fairly reflect the cost to the Note Purchaser Lender of maintaining or funding the Notes Advances based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Note Purchaser shall only make such determination if the published LIBOR rate used by the Note Purchaser does not accurately reflect the actual LIBOR rate)Rate, (x) the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate shall forthwith be suspended and the Note Purchaser Lender shall promptly notify the Issuer Borrower and the Insurer thereof (by telephone confirmed in writing) and (y) each Note Advance then outstanding, if any, shall, from and including the date that is forty-five (45) days after of the IssuerBorrower's receipt of notice from the Note Purchaser Lender of the occurrence of any condition set forth in clauses clause (a)) , (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Prime Base Rate and (ii) the rate of interest (including the Applicable Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rateRate, or the circumstances described in clause (b) or (c) above no longer exist, the Note Purchaser Lender shall so notify the Issuer Borrower and the Insurer and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate or the circumstances described in clause (b) or (c) above no longer exist.

Illegality; Substituted Interest Rates. (a) Notwithstanding any other provisions herein, (ai) if any Requirement applicable Requirements of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Note Purchaser a Lender to make or maintain any Notes Loan at the LIBOR rate LIBO Rate as contemplated by this AgreementAgreement and the other Transaction Documents, or (bii) in the event that the Note Purchaser Administrative Agent shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower absent manifest error) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor and reasonable means do not exist for ascertaining the LIBOR rateLIBO Rate (including because the LIBO Screen Rate is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time, or (ciii) the Note Purchaser Majority Lenders shall have determined (which determination shall be conclusive and binding on the IssuerBorrower absent manifest error) that the applicable LIBOR rate LIBO Rate will not adequately and fairly reflect the cost to such Lender of making or maintaining the Note Purchaser of maintaining or funding the Notes Loans, as applicable, based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Note Purchaser shall only make such determination if the published LIBOR rate used by the Note Purchaser does not accurately reflect the actual LIBOR rate)LIBO Rate, then (x) the obligation of the Note Purchaser such Lender (or, if applicable, all affected Lenders) to make or maintain the Notes Loans at the LIBOR rate LIBO Rate shall forthwith be suspended and such Lender or the Note Purchaser Administrative Agent, as applicable, shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note affected Loan then outstanding, if any, shall, from and including the date that is forty-five (45) days after the Issuer's receipt of Borrower receives notice from such Lender or the Note Purchaser Administrative Agent of the occurrence of any condition set forth in clauses clause (ai), (bii) or (ciii), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) Class A Interest Rate calculated using the Prime Alternate Base Rate and (ii) the rate of interest (including the Applicable Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days)rather than LIBO Rate. If subsequent to such suspension of the obligation of a Lender or the Note Purchaser applicable Lenders to make or maintain the Notes at the LIBOR rate it becomes lawful for the Note Purchaser to make or maintain the Notes at the LIBOR rateLoans using LIBO Rate, or the circumstances described that resulted in clause (b) or (c) above such suspension no longer exist, such Lender or the Note Purchaser Administrative Agent, as applicable, shall so notify the Issuer Borrower and its obligation the previous method to do so determine the Class A Interest Rate (without application of this Section) shall be reinstated effective as of the date it becomes lawful for the Note Purchaser that such circumstances no longer exist with respect to make or maintain the Notes at the LIBOR rate such Lender or the circumstances described in clause (b) or (c) above no longer existapplicable Lenders.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Note Purchaser Lender to make or maintain any Notes Advances at the LIBOR rate Rate as contemplated by this Loan Agreement, or (b) in the event that the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rateRate, or (c) the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding on the IssuerBorrower) that the applicable LIBOR rate will Rate shall not adequately and fairly reflect the cost to the Note Purchaser Lender of maintaining or funding the Notes Advances based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Note Purchaser shall only make such determination if the published LIBOR rate used by the Note Purchaser does not accurately reflect the actual LIBOR rate)Rate, (x) the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate shall forthwith be suspended and the Note Purchaser Lender shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note Advance then outstanding, if any, shall, from and including the date that is forty-five (45) days after of the IssuerBorrower's receipt of notice from the Note Purchaser Lender of the occurrence of any condition set forth in clauses clause (a)) , (b) or (c)) above, or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Prime Base Rate and (ii) the rate of interest (including the Applicable Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) above occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rateRate, or the circumstances described in clause (b) or (c) above no longer exist, the Note Purchaser Lender shall so notify the Issuer Borrower and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate or the circumstances described in clause (b) or (c) above no longer exist, and the Lender shall make or maintain, as applicable, the Advances at the LIBOR Rate plus the Applicable Margin upon such reinstatement.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement applicable Requirements of Law or any change therein or in the interpretation or application thereof shall make it unlawful for a Lender (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate) to make or maintain any Notes Loan at the LIBOR rate as contemplated by this AgreementAgreement and the other Transaction Documents, or (b) in the event that any Lender (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate), or the Administrative Agent on behalf of all such Lenders, shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower absent manifest error) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rate, or (c) Majority Lenders (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate), or the Administrative Agent on behalf of all such Lenders, shall have determined (which determination shall be conclusive and binding on the IssuerBorrower absent manifest error) that the applicable LIBOR rate will not adequately and fairly reflect the cost to the Note Purchaser such Lender of maintaining or funding the Notes Loans, as applicable, based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that such Lender or the Note Purchaser Administrative Agent, as the case may be, shall only make such determination if the published LIBOR rate used by the Note Purchaser such Lender does not (or by the Lenders do not) accurately reflect the actual LIBOR rate), then (x) the obligation of the Note Purchaser such Lender (or, if applicable, all affected Lenders) to make or maintain the Notes Loans at the LIBOR rate shall forthwith be suspended and such Lender or the Note Purchaser Administrative Agent, as applicable, shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note affected Loan then outstanding, if any, shall, from and including the date that is forty-forty five (45) days after the Issuer's Borrower’s receipt of notice from such Lender or the Note Purchaser Administrative Agent of the occurrence of any condition set forth in clauses clause (a), (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Interest Rate calculated using the Prime Rate as the Benchmark Rate rather than LIBOR, and (ii) the rate of interest (including the Applicable Margin) Interest Rate in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of a Lender or the Note Purchaser applicable Lenders to make or maintain the Notes at Loans using LIBOR as the LIBOR rate it becomes lawful for the Note Purchaser to make or maintain the Notes at the LIBOR rateBenchmark Rate, or the circumstances described that resulted in clause (b) or (c) above such suspension no longer exist, such Lender or the Note Purchaser Administrative Agent, as applicable, shall so notify the Issuer Borrower and its obligation the previous method to do so determine the Interest Rate (without application of this Section) shall be reinstated effective as of the date it becomes lawful for the Note Purchaser that such circumstances no longer exist with respect to make or maintain the Notes at the LIBOR rate such Lender or the circumstances described in clause (b) or (c) above no longer existapplicable Lenders.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if If prior to the commencement of any Requirement of Law or any change therein or in Interest Period: (i) the interpretation or application thereof shall make it unlawful for the Note Purchaser to make or maintain any Notes at the LIBOR rate as contemplated by this Agreement, or (b) in the event that the Note Purchaser shall have determined Administrative Agent determines (which determination shall be conclusive and binding upon the Issuerabsent manifest error) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor and reasonable means do not exist for ascertaining LIBOR or the Daily LIBOR rateRate, as applicable (including, without limitation, because LIBOR is not available or published on a current basis), for such Interest Period; or (cii) the Note Purchaser shall have determined (which determination shall be conclusive and binding on Administrative Agent is advised by any Lender that LIBOR or the Issuer) that the applicable Daily LIBOR rate Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to the Note Purchaser such Lenders (or Lender) of making, maintaining or funding their Loan, then the Notes based on such applicable LIBOR rate (provided Administrative Agent shall give notice thereof to the Borrower by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower that the parties hereto acknowledge circumstances giving rise to such notice no longer exist, then the Administrative Agent shall suspend the availability of LIBOR and agree that the Note Purchaser shall only make such determination if the published LIBOR rate used by the Note Purchaser does not accurately reflect the actual LIBOR rate), (x) the obligation of the Note Purchaser to make or maintain the Notes at the LIBOR rate shall forthwith be suspended and the Note Purchaser shall promptly notify the Issuer thereof (by telephone confirmed in writing) and (y) each Note affected Loan then outstanding, if any, shall, from and including the date that is forty-five (45) days after the Issuer's receipt of notice from the Note Purchaser of the occurrence of any condition set forth in clauses (a), (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest using the Interest Rate calculated using the Alternate Base Rate as the Benchmark Rate rather than LIBOR. (b) If at any time the rate per annum equal to the greater of Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the Prime Rate circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of LIBOR has made a public statement that the administrator of LIBOR is insolvent (and there is no successor administrator that will continue publication of LIBOR), (x) the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of LIBOR), (y) the supervisor for the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest (including to LIBOR that gives due consideration to the Applicable Margin) then prevailing market convention for determining a rate of interest for syndicated loans in effect on the date immediately preceding United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the date any event described purposes of this Agreement. Until an alternate rate of interest shall be determined in accordance with this clause (a), (b) or (c) occurred (calculated on but, in the basis case of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser to make or maintain the Notes at the LIBOR rate it becomes lawful for the Note Purchaser to make or maintain the Notes at the LIBOR rate, or the circumstances described in clause (bii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.12(b), only to the extent LIBOR is not available or published at such time on a current basis), any Loan shall bear interest using the Interest Rate calculated using the Alternate Base Rate as the Benchmark Rate rather than LIBOR. (c) above The interest rate on each Loan hereunder may be determined by reference to LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer existpersuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the Note Purchaser shall so notify the Issuer and its obligation to do so shall be reinstated effective as “IBA”) for purposes of the date IBA setting the London interbank offered rate. As a result, it becomes lawful is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 2.12(b) of this Agreement, such Section 2.12(b) provides a mechanism for determining an alternative rate of interest. However, the Note Purchaser Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to make or maintain the Notes at the LIBOR London interbank offered rate or other rates in the circumstances described in clause (b) definition of “LIBOR” or (c) above no longer existwith respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, will be similar to, or produce the same value or economic equivalence of, LIBOR or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Note Purchaser Lender to make or maintain any Notes Advances at the LIBOR rate Rate as contemplated by this Loan Agreement, or (b) in the event that the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rateRate, or (c) the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding on the IssuerBorrower) that the applicable LIBOR rate Rate will not adequately and fairly reflect the cost to the Note Purchaser Lender of maintaining or funding the Notes Advances based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Note Purchaser shall only make such determination if the published LIBOR rate used by the Note Purchaser does not accurately reflect the actual LIBOR rate)Rate, (x) the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate shall forthwith be suspended and the Note Purchaser Lender shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note Advance then outstanding, if any, shall, from and including the date that is forty-five (45) days after of the Issuer's Borrower’s receipt of notice from the Note Purchaser Lender of the occurrence of any condition set forth in clauses clause (a)) , (b) or (c)) above, or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Prime Base Rate and (ii) the rate of interest (including the Applicable Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) above occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rateRate, or the circumstances described in clause (b) or (c) above no longer exist, the Note Purchaser Lender shall so notify the Issuer Borrower and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate or the circumstances described in clause (b) or (c) above no longer exist.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Note Purchaser Lender to make or maintain any Notes Advances at the LIBOR rate Rate as contemplated by this Loan Agreement, or (b) in the event that the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rateRate, or (c) the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding on the IssuerBorrower) that the applicable LIBOR rate Rate will not adequately and fairly reflect the cost to the Note Purchaser Lender of maintaining or funding the Notes Advances based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Note Purchaser shall only make such determination if the published LIBOR rate used by the Note Purchaser does not accurately reflect the actual LIBOR rate)Rate, (x) the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate shall forthwith be suspended and the Note Purchaser Lender shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note Advance then outstanding, if any, shall, from and including the date that is forty-five (45) days after of the IssuerBorrower's receipt of notice from the Note Purchaser Lender of the occurrence of any condition set forth in clauses clause (a), (b) or (c)) above, or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Prime Base Rate and (ii) the rate of interest (including the Applicable Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) above occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rateRate, or the circumstances described in clause (b) or (c) above no longer exist, the Note Purchaser Lender shall so notify the Issuer Borrower and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate or the circumstances described in clause (b) or (c) above no longer exist.

Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any Requirement applicable Requirements of Law or any change therein or in the interpretation or application thereof shall make it unlawful for a Lender (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate) to make or maintain any Notes Loan at the LIBOR rate as contemplated by this AgreementAgreement and the other Transaction Documents, or (b) in the event that any Lender (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate), or the Administrative Agent on behalf of all such Lenders, shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower absent manifest error) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rate, or (c) Majority Lenders (excluding any Conduit Lender that uses the Note Purchaser CP Rate as its Benchmark Rate), or the Administrative Agent on behalf of all such Lenders, shall have determined (which determination shall be conclusive and binding on the IssuerBorrower absent manifest error) that the applicable LIBOR rate will not adequately and fairly reflect the cost to the Note Purchaser such Lender of maintaining or funding the Notes Loans, as applicable, based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that such Lender or the Note Purchaser Administrative Agent, as the case may be, shall only make such determination if the published LIBOR rate used by the Note Purchaser such Lender does not (or by the Lenders do not) accurately reflect the actual LIBOR rate), then (x) the obligation of the Note Purchaser such Lender (or, if applicable, all affected Lenders) to make or maintain the Notes Loans at the LIBOR rate shall forthwith be suspended and such Lender or the Note Purchaser Administrative Agent, as applicable, shall promptly notify the Issuer Borrower thereof (by telephone confirmed in writing) and (y) each Note affected Loan then outstanding, if any, shall, from and including the date that is forty-forty five (45) days after the Issuer's Borrower’s receipt of notice from such Lender or the Note Purchaser Administrative Agent of the occurrence of any condition set forth in clauses clause (a), (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Interest Rate calculated using the Prime Rate as the Benchmark Rate rather than LIBOR, and (ii) the rate of interest (including the Applicable Margin) Interest Rate in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of a Lender or the Note Purchaser applicable Lenders to make or maintain the Notes at Loans using LIBOR as the LIBOR rate it becomes lawful for the Note Purchaser to make or maintain the Notes at the LIBOR rateBenchmark Rate, or the circumstances described that resulted in clause (b) or (c) above such suspension no longer exist, such Lender or the Note Purchaser Administrative Agent, as applicable, shall so notify the Issuer Borrower and its obligation the previous method to do so determine the Interest Rate (without application of this Section) shall be reinstated effective as of the date it becomes lawful for the Note Purchaser that such circumstances no longer exist with respect to make or maintain the Notes at the LIBOR rate such Lender or the circumstances described in clause (b) or (c) above no longer exist.applicable Lenders. * Confidential Treatment Requested

Illegality; Substituted Interest Rates. Notwithstanding any -------------------------------------- other provisions herein, (a) if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Note Purchaser Lender to make or maintain any Notes Advances at the LIBOR rate Rate as contemplated by this Loan Agreement, or (b) in the event that the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding upon the IssuerBorrower and the Insurer) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rateRate, or (c) the Note Purchaser Lender shall have determined (which determination shall be conclusive and binding on the IssuerBorrower and the Insurer) that the applicable LIBOR rate Rate will not adequately and fairly reflect the cost to the Note Purchaser Lender of maintaining or funding the Notes Advances based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that the Note Purchaser shall only make such determination if the published LIBOR rate used by the Note Purchaser does not accurately reflect the actual LIBOR rate)Rate, (x) the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate shall forthwith be suspended and the Note Purchaser Lender shall promptly notify the Issuer Borrower and the Insurer thereof (by telephone confirmed in writing) and (y) each Note Advance then outstanding, if any, shall, from and including the date that is forty-five (45) days after of the IssuerBorrower's receipt of notice from the Note Purchaser Lender of the occurrence of any condition set forth in clauses clause (a)) , (b) or (c), or at such ---------- --- --- earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Prime Base Rate and (ii) the rate of interest (including the Applicable Margin) in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) ---------- --- --- occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rateRate, or the circumstances described in clause (b) or (c) above no longer exist, the Note Purchaser Lender shall so notify ---------- --- the Issuer Borrower and the Insurer and its obligation to do so shall be reinstated effective as of the date it becomes lawful for the Note Purchaser Lender to make or maintain the Notes Advances at the LIBOR rate Rate or the circumstances described in clause (b) or (c) ---------- --- above no longer exist.