Common use of Unavailability of Rate Clause in Contracts

Unavailability of Rate. (a) If, with respect to any LIBOR Rate Election, LIBOR Daily Rate Election, or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, Required Lenders determine that no adequate basis exists for determining the LIBOR Rate or LIBOR Daily Rate or that the LIBOR Rate or LIBOR Daily Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period or LIBOR Daily Rate Principal, and such Lender(s) so notify Administrative Agent and Borrower, then until Required Lender(s) notify Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligation of Lender(s) to permit such LIBOR Rate Election and/or LIBOR Daily Rate Election shall be suspended and (ii) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal, as applicable, shall automatically become Base Rate Principal on the last day of the corresponding Interest Period. (b) Additionally, if, with respect to any LIBOR Rate Election, LIBOR Daily Rate Election, or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, any Lender determines that any applicable Law, or any request or directive (whether or not having the force of Law) of any Tribunal, or compliance therewith by such Lender, prohibits or restricts or makes impossible the making or maintaining of such LIBOR Rate Election or LIBOR Daily Rate Election or LIBOR Rate Principal or LIBOR Daily Rate Principal or the charging of interest on such LIBOR Rate Principal or LIBOR Daily Rate Principal, and such Lender so notifies Administrative Agent and Borrower, then until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to permit such LIBOR Rate Election and/or LIBOR Daily Rate Principal, as applicable, shall be suspended and (ii) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal shall automatically become Base Rate Principal, either (1) as to LIBOR Rate Principal, on the last day of the corresponding Interest Period (if the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (2) immediately, in the case of LIBOR Daily Rate Principal and, as to LIBOR Rate Principal, if the Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day, and in such case Borrower shall pay to such Lender(s) the Consequential Loss, if any, pursuant to Sections 1.8 and 1.9 hereof. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Unavailability of Rate. (a) If, with respect to any LIBOR Rate Election, LIBOR Daily Rate Election, or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, the Required Lenders determine that because of circumstances affecting the interbank eurodollar market no adequate basis exists for determining the LIBOR Rate or LIBOR Daily Rate that because of the unavailability of dollar deposits in the London interbank eurodollar market (either for the applicable amount and applicable Interest Periods or that in general) the LIBOR Rate or LIBOR Daily Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period or LIBOR Daily Rate PrincipalPeriod, and such Lender(s) Lenders so notify Administrative Agent and Borrower, then until the Required Lender(s) Lenders notify Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (ia) the obligation of Lender(s) Lenders to permit such LIBOR Rate Election and/or LIBOR Daily Rate Election shall be suspended and (iib) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal, as applicable, shall automatically become Base Rate Principal on the last day of the corresponding Interest Period. (b) . Additionally, if, if with respect to any LIBOR Rate Election, LIBOR Daily Rate Election, Election or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, any Lender determines that any applicable Law, or any request or directive (whether or not having the force of Law) of any Tribunal, or compliance therewith by such Lender, prohibits or restricts or makes impossible the making or maintaining of such LIBOR Rate Election or LIBOR Daily Rate Election or LIBOR Rate Principal or LIBOR Daily Rate Principal or the charging of interest on such LIBOR Rate Principal or LIBOR Daily Rate Principal, and such Lender so notifies Administrative Agent and Borrower, then until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (ia) the obligation of such Lender to permit such LIBOR Rate Election and/or LIBOR Daily Rate Principal, as applicable, shall be suspended and (iib) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal shall automatically become Base Rate Principal, either (1i) as to LIBOR Rate Principal, on the last day of the corresponding Interest Period (if the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (2ii) immediately, in the case of LIBOR Daily Rate Principal and, as to LIBOR Rate Principal, immediately (if the Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day, ) and in such case Borrower shall pay to such Lender(s) Lenders the Consequential Loss, if any, pursuant to Sections SECTIONS 1.8 and 1.9 hereof. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Unavailability of Rate. (a) If, with respect to any LIBOR Rate Election, LIBOR Daily Rate Election, Election or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, Required Lenders determine that no adequate basis exists for determining the LIBOR Rate or LIBOR Daily Rate or that the LIBOR Rate or LIBOR Daily Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period or LIBOR Daily Rate PrincipalPeriod, and such Lender(s) so notify Administrative Agent and Borrowerthe Operating Partnership, then until Required Lender(s) notify Administrative Agent and Borrower the Operating Partnership that the circumstances giving rise to such suspension no longer exist, (i) the obligation of Lender(s) to permit such LIBOR Rate Election and/or LIBOR Daily Rate Election shall be suspended and (ii) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal, as applicable, shall automatically become Base Rate Principal on the last day of the corresponding Interest Period. (b) Additionally, if, with respect to any LIBOR Rate Election, LIBOR Daily Rate Election, Election or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, any Lender determines that any applicable Law, or any request or directive (whether or not having the force of Law) of any Tribunal, or compliance therewith by such Lender, prohibits or restricts or makes impossible the making or maintaining of such LIBOR Rate Election or LIBOR Daily Rate Election or LIBOR Rate Principal or LIBOR Daily Rate Principal or the charging of interest on such LIBOR Rate Principal or LIBOR Daily Rate Principal, and such Lender so notifies Administrative Agent and Borrowerthe Operating Partnership, then until such Lender notifies Administrative Agent and Borrower the Operating Partnership that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to permit such LIBOR Rate Election and/or LIBOR Daily Rate Principal, as applicable, shall be suspended and (ii) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal shall automatically become Base Rate Principal, either (1) as to LIBOR Rate Principal, on the last day of the corresponding Interest Period (if the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (2) immediately, in the case of LIBOR Daily Rate Principal and, as to LIBOR Rate Principal, if the Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day, and in such case Borrower Borrowers shall pay to such Lender(s) the Consequential Loss, if any, pursuant to Sections 1.8 and 1.9 hereof. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Unavailability of Rate. (a) If, with respect to any LIBOR Rate Election, LIBOR Daily Rate Election, If Administrative Agent or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, the Required Lenders determine that no adequate basis exists for determining the LIBOR Daily Floating Rate or the 30-Day LIBOR Daily Rate or that the LIBOR Daily Floating Rate or the 30-Day LIBOR Daily Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period or LIBOR Daily Rate PrincipalLoan, and such Lender(s) so notify Administrative Agent so notifies Borrower and BorrowerLenders, then then, until Required Lender(s) notify Administrative Agent notifies Borrower and Borrower Lenders that the circumstances giving rise to such suspension determination no longer exist, (i) the obligation of Lender(s) Principal Debt from day to permit such LIBOR Rate Election and/or LIBOR Daily Rate Election day outstanding which is not past due shall be suspended and (ii) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal, as applicable, shall automatically become Base Rate Principal on bear interest from the last day date Administrative Agent so notifies Borrower until the Maturity Date of the corresponding Interest Period. Notes (bwhether by acceleration, declaration, extension or otherwise) Additionally, ifat a fluctuating rate of interest equal to the Prime Rate plus one percent (1.00%) per annum. In addition, with respect to any LIBOR Rate Election, the LIBOR Daily Floating Rate Electionor the 30-Day LIBOR Rate, or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, if any Lender determines determines, and notifies Administrative Agent and Borrower, that any applicable Law, Law or any request or directive (whether or not having the force of Law) of any Tribunal, Tribunal or compliance therewith by such Lender, the Lender prohibits or restricts or makes impossible the making or maintaining of such the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate Election or LIBOR Daily Rate Election or LIBOR Rate Principal or LIBOR Daily Rate Principal or the charging of interest on such LIBOR Rate Principal or at the LIBOR Daily Floating Rate Principal, and such Lender so notifies Administrative Agent and Borroweror the 30-Day LIBOR Rate, then until such the Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (ia) the obligation of such the Lender to permit such fund the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate Election and/or LIBOR Daily Rate Principal, as applicable, shall be suspended suspended, and (iib) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal principal of the Loan funded by such Lender shall automatically become Base bear interest at the Prime Rate Principalplus one percent (1.00%) per annum, either (1) as to LIBOR Rate Principal, on the last day of the corresponding Interest Period (if the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (2) immediately, in the case of LIBOR Daily Rate Principal and, as to LIBOR Rate Principal, if the Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day, and in such case Borrower shall pay to such Lender(s) the Consequential Loss, if any, pursuant to Sections 1.8 and 1.9 hereof. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such the Lender, otherwise be materially disadvantageous to such the Lender.

Unavailability of Rate. In the event that Lender shall have determined in its reasonable discretion that none of the methods set forth in the definition of "LIBOR" herein are available, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day of the related Interest Period. If such notice is given, the Note Rate, commencing with such related Interest Period shall be the LIBOR Rate in effect for the most recent Interest Period (the "STATIC LIBOR RATE"). (a) If, with respect pursuant to any the terms of this Agreement, the Loan has been converted to the Static LIBOR Rate Electionand Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, LIBOR Daily Rate ElectionLender shall give notice thereof to Borrower, or any and the Loan will be converted from the Static LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, Required Lenders determine that no adequate basis exists for determining to the LIBOR Rate or LIBOR Daily Rate or that effective on the first day of the next succeeding Interest Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert from the LIBOR Rate or to the Static LIBOR Daily Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period or LIBOR Daily Rate Principal, and such Lender(s) so notify Administrative Agent and Borrower, then until Required Lender(s) notify Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, Rate. (i) the obligation of Lender(s) to permit such LIBOR Rate Election and/or LIBOR Daily Rate Election All payments made by Borrower hereunder shall be suspended made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authorities, which are imposed, enacted or become effective on or after the Closing Date (ii) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principalsuch non-excluded taxes being referred to collectively as "FOREIGN TAXES"), as applicable, shall automatically become Base Rate Principal on the last day excluding income and franchise taxes of the corresponding Interest Period. (b) Additionally, if, with respect to any LIBOR Rate Election, LIBOR Daily Rate Election, United States of America or any LIBOR Rate Principal political subdivision or LIBOR Daily Rate Principal outstanding hereundertaxing authority thereof or therein. If any Foreign Taxes are required to be withheld from any amounts payable to Lender hereunder and such Foreign Taxes are not a result of activities of Lender unrelated to the Loan or Borrower, any the amounts so payable to Lender determines that any applicable Law, shall be increased to the extent necessary to yield to Lender (after payment of all Foreign Taxes) interest or any request such other amounts payable hereunder at the rate or directive (whether or not having the force of Law) of any Tribunal, or compliance therewith by such Lender, prohibits or restricts or makes impossible the making or maintaining of such LIBOR Rate Election or LIBOR Daily Rate Election or LIBOR Rate Principal or LIBOR Daily Rate Principal or the charging of interest on such LIBOR Rate Principal or LIBOR Daily Rate Principal, and such Lender so notifies Administrative Agent and Borrower, then until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to permit such LIBOR Rate Election and/or LIBOR Daily Rate Principal, as applicable, shall be suspended and (ii) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal shall automatically become Base Rate Principal, either (1) as to LIBOR Rate Principal, on the last day of the corresponding Interest Period (if the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (2) immediately, in the case of LIBOR Daily Rate Principal and, as to LIBOR Rate Principal, if the Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day, and in such case Borrower shall pay to such Lender(s) the Consequential Loss, if any, pursuant to Sections 1.8 and 1.9 hereof. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.amounts specified

Unavailability of Rate. (a) If, with respect to any LIBOR Rate Election, LIBOR Daily Rate Election, If Administrative Agent or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, the Required Lenders determine that no adequate basis exists for determining the LIBOR Daily Floating Rate or the 30-Day LIBOR Daily Rate or that the LIBOR Daily Floating Rate or the 30-Day LIBOR Daily Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period or LIBOR Daily Rate PrincipalLoan, and such Lender(s) so notify Administrative Agent so notifies Borrower and BorrowerLenders, then then, until Required Lender(s) notify Administrative Agent notifies Borrower and Borrower Lenders that the circumstances giving rise to such suspension determination no longer exist, (i) the obligation of Lender(s) Principal Debt from day to permit such LIBOR Rate Election and/or LIBOR Daily Rate Election day outstanding which is not past due shall be suspended and (ii) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal, as applicable, shall automatically become Base Rate Principal on bear interest from the last day date Administrative Agent so notifies Borrower until the Maturity Date of the corresponding Interest Period. Notes (bwhether by acceleration, declaration, extension or otherwise) Additionally, ifat a fluctuating rate of interest equal to Prime Rate plus one percent (1.00%) per annum. In addition, with respect to any LIBOR Rate Election, the LIBOR Daily Floating Rate Electionand the 30-Day LIBOR Rate, or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, if any Lender determines determines, and notifies Administrative Agent and Borrower, that any applicable Law, Law or any request or directive (whether or not having the force of Law) of any Tribunal, Tribunal or compliance therewith by such Lender, the Lender prohibits or restricts or makes impossible the making or maintaining of such the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate Election or LIBOR Daily Rate Election or LIBOR Rate Principal or LIBOR Daily Rate Principal or the charging of interest on such LIBOR Rate Principal or at the LIBOR Daily Floating Rate Principal, and such Lender so notifies Administrative Agent and Borroweror the 30-Day LIBOR Rate, then until such the Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (ia) the obligation of such the Lender to permit such fund the Loan at the LIBOR Daily Floating Rate or the 30-Day LIBOR Rate Election and/or LIBOR Daily Rate Principal, as applicable, shall be suspended suspended, and (iib) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal principal of the Loan funded by such Lender shall automatically become Base bear interest at the Prime Rate Principalplus two percent (2.00%) per annum, either (1) as to LIBOR Rate Principal, on the last day of the corresponding Interest Period (if the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (2) immediately, in the case of LIBOR Daily Rate Principal and, as to LIBOR Rate Principal, if the Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day, and in such case Borrower shall pay to such Lender(s) the Consequential Loss, if any, pursuant to Sections 1.8 and 1.9 hereof. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such the Lender, otherwise be materially disadvantageous to such the Lender.

Unavailability of Rate. (a) If, with respect to any LIBOR Rate Election, LIBOR Daily Rate Election, Election or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, Required Lenders determine that no adequate basis exists for determining the LIBOR Rate or LIBOR Daily Rate or that the LIBOR Rate or LIBOR Daily Rate will not adequately and fairly reflect the cost to Lenders of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period or LIBOR Daily Rate Principal, and such Lender(s) so notify Administrative Agent and Borrower, then until Required Lender(s) notify Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligation of Lender(s) to permit such LIBOR Rate Election and/or LIBOR Daily Rate Election shall be suspended and (ii) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal, as applicable, shall automatically become Base Rate Principal on the last day of the corresponding Interest Period. (b) Additionally, if, with respect to any LIBOR Rate Election, LIBOR Daily Rate Election, Election or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, any Lender determines that any applicable Law, or any request or directive (whether or not having the force of Law) of any Tribunal, or compliance therewith by such Lender, prohibits or restricts or makes impossible the making or maintaining of such LIBOR Rate Election or LIBOR Daily Rate Election or LIBOR Rate Principal or LIBOR Daily Rate Principal or the charging of interest on such LIBOR Rate Principal or LIBOR Daily Rate Principal, and such Lender so notifies Administrative Agent and Borrower, then until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to permit such LIBOR Rate Election and/or LIBOR Daily Rate Principal, as applicable, shall be suspended and (ii) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal shall automatically become Base Rate Principal, either (1) as to LIBOR Rate Principal, on the last day of the corresponding Interest Period (if the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day); or (2) immediately, in the case of LIBOR Daily Rate Principal and, as to LIBOR Rate Principal, if the Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day, and in such case Borrower shall pay to such Lender(s) the Consequential Loss, if any, pursuant to Sections 1.8 and 1.9 hereof. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Unavailability of Rate. In the event that Lender shall have determined in its reasonable discretion that none of the methods set forth in the definition of "LIBOR" herein are available, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day of the related Interest Period. If such notice is given, the Note Rate, commencing with such related Interest Period shall be the LIBOR Rate in effect for the most recent Interest Period (the "STATIC LIBOR RATE"). (a) If, pursuant to the terms of this Agreement, the Loan has been converted to the Static LIBOR Rate and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Loan will be converted from the Static LIBOR Rate to the LIBOR Rate effective on the first day of the next succeeding Interest Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert from the LIBOR Rate to the Static LIBOR Rate. (i) All payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authorities, which are imposed, enacted or become effective on or after the Closing Date (such non-excluded taxes being referred to collectively as "FOREIGN TAXES"), excluding income and franchise taxes of the United States of America or any political subdivision or taxing authority thereof or therein. If any Foreign Taxes are required to be withheld from any amounts payable to Lender hereunder and such Foreign Taxes are not a result of activities of Lender unrelated to the Loan or Borrower, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Taxes are payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender an original official receipt, if available, or certified copy thereof showing payment of such Foreign Taxes. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such Foreign Taxes when due to the appropriate taxing authority of which Lender shall have provided Borrower with prior written notice, if possible, or any failure by Borrower to remit to Lender the required receipts or (ii) A Lender that is entitled to an exemption from or reduction of any Foreign Taxes, with respect to payments under this Agreement shall deliver to the Borrower, at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. In addition, at Borrower's request, Lender shall provide to Borrower its understanding as to whether any LIBOR Rate Election, LIBOR Daily Rate Election, or Foreign Taxes will be applicable to any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, Required Lenders determine forthcoming payments due under the Loan Documents. Lender shall not be entitled to claim compensation pursuant to this Section 2.9(b) for any Foreign Taxes to the extent that no adequate such Foreign Taxes result from a failure to comply with the requirements of this paragraph. (iii) If Lender determines in good faith that a reasonable basis exists for determining contesting any Foreign Taxes for which indemnification has been demanded hereunder, Lender shall cooperate with Borrower in challenging such Taxes at Borrower's expense if so requested by Borrower. If Lender receives a refund of Foreign Tax for which a payment has been made by Borrower pursuant to this Agreement, which refund in the LIBOR Rate or LIBOR Daily Rate or that the LIBOR Rate or LIBOR Daily Rate will not adequately and fairly reflect the cost good faith judgment of Lender is attributable to Lenders of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period or LIBOR Daily Rate Principal, and such Lender(s) so notify Administrative Agent and payment made by Borrower, then until Required Lender(sLender shall reimburse Borrower for such amount (together with any interest received thereon) notify Administrative Agent as Lender determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. (iv) If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 2.9(b) as a result of a change in law or treaty occurring after such Lender first became a party to this Agreement, then such Lender will, at the request of the Borrower, change the jurisdiction of its applicable lending office if such change (i) will eliminate or reduce any such additional payment which may thereafter accrue and Borrower that the circumstances giving rise (ii) is, in such Lender's sole, reasonable discretion, determined not to be materially disadvantageous or cause unreasonable hardship to such suspension no longer existLender, provided that fees, charges, costs or expenses that are related to such change shall be borne by the Borrower on behalf of a Lender, and the mere existence of such expenses, fees or costs shall not be deemed to be materially disadvantageous or cause undue hardship to the Lender. Lender agrees that it will (A) take all reasonable actions reasonably requested by the Borrower in writing that are without material risk and cost to Lender and consistent with the internal policies of such Lender and applicable legal and regulatory restrictions (as the case may be) to maintain all exemptions, if any, available to it from withholding taxes (whether available by treaty or existing administrative waiver) and (B) to the extent reasonable and without material risk and cost to it, otherwise cooperate with the Borrower to minimize any amounts payable by the Borrower under this Section 2.9(b); provided, however, that in each case, any cost relating to such action or cooperation requested by the Borrower shall be borne by the Borrower. (c) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a Loan with the Note Rate being based on LIBOR as contemplated hereunder, (i) the obligation of Lender(s) Lender hereunder to permit such make or continue the Loan based on LIBOR or to convert the Loan from the Static LIBOR Rate Election and/or to the LIBOR Daily Rate Election shall be suspended canceled forthwith and (ii) all existing affected any outstanding LIBOR Loan shall be converted automatically to a loan bearing interest at the Static LIBOR Rate Principal and/or (the "STATIC LIBOR Daily Rate PrincipalRATE LOAN") on the next succeeding Payment Date or within such earlier period as required by law. Borrower hereby agrees promptly to pay Lender, upon demand, any additional amounts necessary to compensate Lender for any costs incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the LIBOR Loan hereunder. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.9(c), Lender shall provide Borrower with not less than ninety (90) days written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional costs. Lender's notice of such costs, as applicablecertified to Borrower, shall automatically become Base Rate Principal on the last day of the corresponding Interest Periodbe conclusive absent manifest error. (bd) Additionally, if, with respect to In the event that any LIBOR Rate Election, LIBOR Daily Rate Electionchange in any requirement of law or in the interpretation or application thereof, or any LIBOR Rate Principal or LIBOR Daily Rate Principal outstanding hereunder, any compliance by Lender determines that any applicable Law, or with any request or directive (whether or not having the force of Lawlaw) of hereafter issued from any Tribunal, central bank or compliance therewith by such Lender, prohibits or restricts or makes impossible the making or maintaining of such LIBOR Rate Election or LIBOR Daily Rate Election or LIBOR Rate Principal or LIBOR Daily Rate Principal or the charging of interest on such LIBOR Rate Principal or LIBOR Daily Rate Principal, and such Lender so notifies Administrative Agent and Borrower, then until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such suspension no longer exist, other Governmental Authority: (i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the obligation account of, advances or loans by, or other credit extended by, or any other acquisition of such funds by, any office of Lender to permit such which is not otherwise included in the determination of the LIBOR Rate Election and/or LIBOR Daily Rate Principal, as applicable, shall be suspended and hereunder; (ii) all existing affected LIBOR Rate Principal and/or LIBOR Daily Rate Principal shall automatically hereafter have the effect of reducing the rate of return on Lender's capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender's policies with respect to capital adequacy) by any amount deemed by Lender to be material; or (iii) shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder other than with respect to taxes; then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.9(d), Lender shall provide Borrower with not less than ninety (90) days written notice specifying in reasonable detail the event by reason of which it has become Base Rate Principal, either so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount. A certificate (1together with such supporting documentation as Lender shall provide) as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents. (e) Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense which Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of the LIBOR Loan that did not include all interest which had accrued (or would have accrued) at the Note Rate through the end of the related Interest Period, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder, and (iii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Note Rate from the LIBOR Rate Principal, to the Static LIBOR Rate with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate on a date other than the Payment Date immediately following the last day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the corresponding Interest Period amounts referred to in clauses (if i), (ii) and (iii) are herein referred to collectively as the Lender determines that it may lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day"BREAKAGE COSTS"); or (2) immediatelyprovided, in the case of LIBOR Daily Rate Principal andhowever, as to LIBOR Rate Principal, if the Lender determines that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such day, and in such case Borrower shall pay not indemnify Lender from any loss or expense arising from Lender's gross negligence or willful misconduct. This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents. Lender shall not be entitled to such Lender(s) the Consequential Loss, if any, claim compensation pursuant to Sections 1.8 this Section 2.9(e) for any Foreign Taxes, increased cost or reduction in amounts received or receivable hereunder, or any reduced rate of return, which was incurred or which accrued more than ninety (90) days before the date Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and 1.9 hereof. Each delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice under this Section 2.9(e), which statement shall be conclusive and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderbinding upon all parties hereto absent manifest error.