Common use of Limitation on Types of Advances; Illegality Clause in Contracts

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of rates for banker acceptances’ referred to in the definition of “CDOR Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to make or maintain Advances hereunder using CDOR Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Borrower shall pay interest on all outstanding Advances at a rate per annum as determined by the Lender taking into account the cost to the Lender of making and maintaining the Advances.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount Applicable Margin plus the relevant rate of interest referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall not make additional Advances, and the Borrower shall shall, at its option, either prepay such Advances or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the increased cost to the Lender of making and maintaining the Advances.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR LIBO Base Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall be under no obligation to make additional Advances, and the Borrower shall shall, at its option, either prepay such Advances or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the cost increased cost, if any, to the Lender of making and maintaining the Advances.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBOR Rate: (a) the Lender reasonably determines, which determination shall be conclusive, absent manifest error, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR LIBOR Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR a LIBOR Rate; then the Lender shall give the Borrower Borrowers prompt notice thereof and, so long as such condition remains in effect, the Borrower Lender shall be under no obligation to make additional Advances, and the Borrowers shall, in its discretion, either prepay all such Advances as may be outstanding or pay interest on all outstanding such Advances at a rate per annum as determined equal to a rate selected by the Lender taking into account which it determines in its sole discretion most closely approximates the cost to LIBOR Rate plus the Lender of making and maintaining the AdvancesApplicable Margin.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR Rateany Benchmark: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR Rate” any Benchmark in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided hereinherein but that a Benchmark Transition Event has not occurred; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined Advance Rate is not likely to adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to make or maintain Advances hereunder using CDOR Ratesuch Benchmark; then the Lender shall give the Borrower Borrowers prompt notice thereof and, so long as such condition remains in effect, (i) Lender shall not make additional Advances unless, in the Borrower shall case of clauses (a) and (b), Borrowers agree to pay a rate per annum as determined by Lender taking into account the increased cost to Lender of making and maintaining the Advances and using an index rate comparable to that use by Lender in connection with other comparable facilities provided by Lender, and (ii) Borrowers shall, at their option, either prepay any existing Advances or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the increased cost to the Lender of making and maintaining the AdvancesAdvances and using an index rate comparable to that use by Lender in connection with other comparable facilities provided by Lender.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determinesdetermines in good faith, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain LIBOR Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall be under no obligation to make additional LIBOR Advances, Continue LIBOR Advances or Convert Base Rate Advances into LIBOR Advances, and the Borrower shall, at its option, either prepay all such LIBOR Advances as may be outstanding or convert such LIBOR Advances to Base Rate Advances. If such Conversion or prepayment of a LIBOR Advance occurs on a day that is not the last day of the relevant Interest Period, the Borrower shall pay interest on all outstanding Advances at a rate per annum as determined by the Lender taking into account such amounts, if any, as may be required pursuant to Section 2.10(b); provided, that unless contrary to law or the cost Lender otherwise determines in good faith that it would be adverse to the Lender Lender, the Borrower shall have the right to defer repayment or Conversion until the end of making and maintaining the Advancesrelevant Interest Period.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR RateLIBOR for any Interest Period: (a) the Lender reasonably determinesdetermines in good faith, which determination shall be conclusiveconclusive and binding upon Borrower, absent manifest error, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR Rate” "LIBOR" in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances Loans as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances Loans hereunder using CDOR RateLIBOR, and Lender has determined in its sole good faith discretion that it is unable to assign its rights and obligations hereunder to an Affiliate reasonably acceptable to Borrower to avoid any such restrictions or prohibitions; then the Lender shall give the Borrower prompt notice thereof and, so long if the parties cannot agree on a substitute interest rate within fifteen (15) days of the commencement of such condition, (i) Lender shall be under no obligation to make additional Loans, and Borrower shall, at its option, either prepay all such Loans as such condition remains in effect, the may be outstanding (and Borrower shall not be liable for any LIBOR breakage fees associated therewith) or pay interest on all outstanding Advances such Loans at a rate per annum as reasonably determined by the Lender taking into account the increased cost to the Lender of making and maintaining the AdvancesLender.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR Rateany LIBOR: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR Rate” "LIBOR" in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR Rate” "LIBOR" in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR Ratea LIBOR; then the Lender shall give the Borrower Borrowers prompt notice thereof and, so long as such condition remains in effect, the Borrower Lender shall be under no obligation to make additional Advances, and the Borrowers shall, at their option, either prepay all such Advances as may be outstanding or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the cost equal to the Lender of making and maintaining Federal Funds Rate plus the AdvancesApplicable Margin.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR LIBO Base Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount Applicable Margin plus the relevant rate of interest referred to in the definition of “CDOR LIBO Base Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall be under no obligation to make additional Advances, and the Borrower shall shall, at its option, either prepay such Advances or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the increased cost to the Lender of making and maintaining the Advances.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount Applicable Margin plus the relevant rate of interest referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall be under no obligation to make additional Advances, and the Borrower shall shall, at its option, either prepay such Advances or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the increased cost to the Lender of making and maintaining the Advances.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) The Administrative Agent determines or is advised by the Lender reasonably determinesRequired Lenders, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR LIBO Base Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) Administrative Agent determines or is advised by the Lender reasonably determinesRequired Lenders, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined Advance Rate is not likely to adequately to cover the cost to the Lender such Lenders of making or maintaining Advances; or (c) it becomes unlawful for the any Lender or Administrative Agent to make or maintain Advances hereunder using CDOR a LIBO Rate; then the such Lender or Administrative Agent shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, (i) the Lenders shall not make additional Advances unless, in the case of clauses (a) and (b), Borrower shall pay interest on all outstanding Advances at agrees to pay, to each Lender (each, an “Affected Lender”) for whom such LIBO Rate is unavailable or for whom the Advance Rate does not cover cost, a rate per annum as determined by the Lender taking Administrative Agent which, in the case of clause (b), shall take into account the increased cost to the Lender Affected Lenders of making and maintaining the AdvancesAdvances and using an index rate comparable to that used by the Administrative Agent in connection with other comparable facilities provided by Administrative Agent and (ii) Borrower shall pay interest to such Affected Lenders on such Advances at a rate per annum described in clause (i) above.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR LIBO Base Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount Applicable Margin plus the relevant rate of interest referred to in the definition of “CDOR LIBO Base Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower Borrowers prompt notice thereof and, so long as such condition remains in effect, the Borrower Lender shall be under no obligation to make additional Advances, and the Borrowers shall, at their option, either prepay such Advances or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the increased cost to the Lender of making and maintaining the Advances.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR RateLIBOR: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR RateLIBOR” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR RateLIBOR” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to make or maintain Advances hereunder using CDOR RateLIBOR; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Borrower shall pay interest on all outstanding Advances at a rate per annum as determined by the Lender taking into account the cost to the Lender of making and maintaining the Advances.

Limitation on Types of Advances; Illegality. Anything contained herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount Applicable Margin plus the relevant rate of interest referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall not make additional Advances, and the Borrower shall shall, at its option, either prepay such Advances or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the increased cost to the Lender of making and maintaining the Advances.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR Rateany LIBOR: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR Rate” "LIBOR" in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR Rate” "LIBOR" in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR Ratea LIBOR; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall be under no obligation to make additional Advances, and the Borrower shall shall, at its option, either prepay all such Advances as may be outstanding or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the cost equal to the Lender of making and maintaining Federal Funds Rate PLUS the AdvancesApplicable Margin.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR LIBO Base Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined Advance Rate is not likely to adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, (i) Lender shall not make additional Advances unless, in the case of clauses (a) and (b), Borrower shall agrees to pay a rate per annum as determined by Lender taking into account the increased cost to Lender of making and maintaining the Advances and using an index rate comparable to that use by Lender in connection with other comparable facilities provided by Lender, and (ii) Borrower shall, at its option, either prepay any existing Advances or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the increased cost to the Lender of making and maintaining the AdvancesAdvances and using an index rate comparable to that use by Lender in connection with other comparable facilities provided by Lender.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall be under no obligation to make additional Advances, and the Borrower shall shall, at its option, either prepay all such Advances as may be outstanding or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the cost equal to the Lender of making and maintaining Federal Funds Rate plus the AdvancesApplicable Margin plus 0.25%.

Limitation on Types of Advances; Illegality. Anything herein to ------------------------------------------- the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, interest hereunder shall be calculated by reference to the Borrower shall pay interest on all outstanding Advances at Lender's cost of funds in a rate per annum manner that correlates approximately to the relationship between the LIBOR Rate and the Lender's cost of funds immediately prior to the occurrence of such condition, as determined by the Lender taking into account in good faith. If requested by the cost to Borrower, the Lender of making and maintaining shall take reasonable steps to provide the Advancesbasis for the Lender's determinations under this Section 2.05.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR LIBO Base Rate” in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount Applicable Margin plus the relevant rate of interest referred to in the definition of “CDOR LIBO Base Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately adequate to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall be under no obligation to make additional Advances, and the Borrower shall shall, at its option, either prepay such Advances or pay interest on all outstanding such Advances at a rate per annum as reasonably determined by the Lender taking into account the increased cost to the Lender of making and maintaining the Advances.

Limitation on Types of Advances; Illegality. Anything herein to ------------------------------------------- the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount plus the relevant rate of interest referred to in the definition of “CDOR Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain LIBOR Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall be under no obligation to make additional LIBOR Advances, Continue LIBOR Advances or Convert Base Rate Advances into LIBOR Advances, and the Borrower shall, at its option, either prepay all such LIBOR Advances as may be outstanding or convert such LIBOR Advances to Base Rate Advances. If such Conversion or prepayment of a LIBOR Advance occurs on a day that is not the last day of the relevant Interest Period, the Borrower shall pay interest on all outstanding Advances at a rate per annum as determined by the Lender taking into account the cost such amounts, if any, as may be required pursuant to the Lender of making and maintaining the AdvancesSection 2.08(b).

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount Applicable Margin plus the relevant rate of interest referred to in the definition of “CDOR "LIBO Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall be under no obligation to make additional Advances, and the Borrower shall shall, at its option, either prepay such Advances or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the cost to the Lender of making and maintaining the AdvancesAlternative Base Rate.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount Applicable Margin plus the relevant rate of interest referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower Borrowers prompt notice thereof and, so long as such condition remains in effect, the Borrower Lender shall not make additional Advances, and the Borrowers shall, at their option, either prepay such Advances or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender taking into account the increased cost to the Lender of making and maintaining the Advances.

Limitation on Types of Advances; Illegality. Anything herein to ------------------------------------------- the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount Applicable Margin plus the relevant rate of interest referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, the Lender shall be under no obligation to make additional Advances, and the Borrower shall shall, at its option, either prepay all such Advances as may be outstanding or pay interest on all outstanding such Advances at a rate per annum as determined by the Lender by the Lender taking into account the increased cost to the Lender of making and maintaining the Advances; provided, however that in the case of clause (b) above, if the Borrower decides to pay interest on such Advances at the new rate, the Advances shall accrue interest at the prior rate until five (5) days after the Borrower receives notice from the Lender of such new interest rate.

Limitation on Types of Advances; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of CDOR any LIBO Base Rate: (a) the Lender reasonably determines, which determination shall be conclusive, that quotations of interest rates for banker acceptances’ the relevant deposits referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Advances as provided herein; or *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.or (b) the Lender reasonably determines, which determination shall be conclusive, that the Spread Amount Applicable Margin plus the relevant rate of interest referred to in the definition of “CDOR "LIBO Base Rate” " in Section 1.01 hereof upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to cover the cost to the Lender of making or maintaining Advances; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Advances hereunder using CDOR a LIBO Rate; then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in effect, and the Borrower shall shall, at its option, either prepay all outstanding Advances or pay interest on all outstanding such Advances at a rate per annum as reasonably determined by the Lender taking into account the increased cost to the Lender of making and maintaining the Advances.