Common use of Laws Affecting LIBOR Rate Availability Clause in Contracts

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche), and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date -------------------------------------- hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders Bank (or any of their respective Lending Officeslending offices by which its eurodollar loans are made) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders Banks (or any of their respective Lending Officeslending offices by which its eurodollar loans are made) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender Bank shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other LendersBanks. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders such Bank to make LIBOR Rate Loans and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter any request for a LIBOR Loan (or to convert a Prime Rate Loan to a LIBOR Loan with respect to such Bank's Commitment Percentage of such Loan or to continue a LIBOR Loan for an additional Interest Period) shall, as to such Bank, be deemed a request for a Prime Rate Loan (or a request to convert a LIBOR Loan to a Prime Rate Loan or a request to continue a Prime Rate Loan as the Borrower case may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranchebe), and (ii) if any of the Lenders Banks may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, such Bank's Commitment Percentage of the applicable LIBOR Rate Loan shall immediately be converted to a Base Prime Rate Loan for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans Loans, and the right of the Borrower to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche), and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower Borrowers that such circumstances no longer exist (which notification shall be given as soon as practicable, but in any event not later than thirty (30) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower Borrowers may select only Base Rate Loans, Sterling Base Rate Loans, Canadian Base Rate Loans, or German Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)hereunder, as applicable, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan, Sterling Base Rate Loan, Canadian Base Rate Loan or German Base Rate Loan, as applicable, for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the -------------------------------------- introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until such Lender notifies the Administrative Agent notifies and the Borrower that such circumstances no longer exist, (i) the obligations obligation of the Lenders such Lender to make LIBOR Rate Loans and the right of the Borrower to Loans, convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)into LIBOR Rate Loans or continue LIBOR Rate Loans as LIBOR Rate Loans shall be suspended, and (ii) if any of the Lenders may not lawfully continue to maintain a each LIBOR Rate Loan to the end of the such Lender then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan outstanding shall immediately be converted to a Base Rate Loan for either (A) on the remainder last day of the then current Interest Period if such Interest Period, Lender may lawfully continue to maintain and the applicable fund such Loan under the Designated Currency Tranche as a LIBOR Rate Loan to such day or (B) immediately if such Lender shall either be repaid or converted determine that it may not lawfully continue to maintain and fund such Loan as a LIBOR Rate Loan in a different Foreign Currency (assuming to such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency)day.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders Lender (or any of their respective its Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders Lender (or any of their respective its Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Loan the Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other LendersCo-Borrowers. Thereafter, until the Administrative Agent Lender notifies the Borrower Co-Borrowers that such circumstances no longer exist (which notification shall be given promptly, but in any event within thirty (30) days after the Lender obtains actual knowledge that such circumstances no longer exist), (i) the obligations of the Lenders Lender to make LIBOR Rate Loans and the right of the Borrower Co-Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower Co-Borrowers may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)hereunder, and (ii) if any of the Lenders Lender may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche Co-Borrower or Co-Borrowers shall either pay any amount required to be repaid or converted paid pursuant to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency)Section 3.7.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice (and, if available, a copy) thereof to the Administrative Agent and the Administrative Agent shall promptly give notice (and such copy, if applicable) to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notification shall be given within thirty (30) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any 46 Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Revolving Credit Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Revolving Credit Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Revolving Credit Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Revolving Credit Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Revolving Credit Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Revolving Loan or continue any Revolving Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)hereunder, and (ii) if any of the Revolving Credit Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche), and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders Lender (or any of their respective Lending Officesthe Lender’s Office) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders Lender (or any of their respective Lending Officesthe Lender’s Office) to honor its obligations hereunder to make or maintain any LIBOR Eurodollar Rate Loan or any Base Rate Loan, such as applicable, as to which the interest rate is determined by reference to the Eurodollar Rate, the Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other LendersBorrower. Thereafter, until the Administrative Agent Lender notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Eurodollar Rate Loans or any Base Rate Loan, as applicable, as to which the interest rate is determined by reference to the Eurodollar Rate and the right of the Borrower to convert any Loan to a Eurodollar Rate Loan or continue any Loan as a LIBOR Eurodollar Rate Loan or a Base Rate Loan, as applicable, as to which the interest rate is determined by reference to the Eurodollar Rate, shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under as to which the Dollar Tranche interest rate is not determined by reference to the Eurodollar Rate hereunder, (and with no availability under ii) all Base Rate Loans shall cease to be determined by reference to the Designated Currency Tranche)Eurodollar Rate, and (iiiii) if any of the Lenders Lender may not lawfully continue to maintain a LIBOR Eurodollar Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Eurodollar Rate Loan, the applicable LIBOR Eurodollar Rate Loan shall immediately be converted to a Base Rate Loan Loan, as to which the interest rate is not determined by reference to the Eurodollar Rate for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the date hereof of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the 25 <PAGE> 26the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate LoanLoan or to determine interest by reference to LIBOR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Convert any Loan to a LIBOR Rate Loan, and the right of the Borrower to convert borrow any LIBOR Rate Loan or Convert any Loan or continue any Loan as to a LIBOR Rate Loan Loan, shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche), and (ii) if any such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Lenders Base Rate, the interest rate on Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Base Rate. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), Convert all LIBOR Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain a such LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency)Loans.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate LoanLoan or any Base Rate Loan or Canadian Base Rate Loan as to which the interest rate is determined by reference to LIBOR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the US Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the US Borrower that such circumstances no longer exist, (i) the obligations of the Lenders such Lender to make LIBOR Rate Loans or Base Rate Loans or Canadian Base Rate Loans as to which the interest rate is determined by reference to LIBOR, and the right of the Borrower Borrowers to convert any Loan by such Lender to a LIBOR Rate Loan or continue any Loan by such Lender as a LIBOR Rate Loan or a Base Rate Loan or a Canadian Base Rate Loan as to which the interest rate is determined by reference to LIBOR shall be suspended and thereafter the applicable Borrower may select only Base Rate Loans hereunder under and Canadian Base Rate Loans be made by such Lender, as applicable, as to which the Dollar Tranche interest rate is not determined by reference to LIBOR hereunder, (ii) all Base Rate Loans and with no availability under the Designated Currency Tranche), all Canadian Base Rate Loans shall cease to be determined by reference to LIBOR and (iiiii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan or a Canadian Base Rate Loan, as applicable, as to which the interest rate is not determined by reference to LIBOR for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted . Each Lender agrees to a Loan in designate a different Foreign Currency (assuming Lending Office or assign its rights and obligations hereunder to another of its officers, branches or affiliates if such different Foreign Currency is not subject designation or assignment will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to the same type of issue as the original Foreign Currency)such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by such Lender in connection with any such designation or assignment.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case of clauses (x) and (y), regardless of the date enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its their obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Company and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower Company that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower Borrowers to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower Borrowers may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current LIBOR Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such LIBOR Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or CDOR Rate Loan, as applicable, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or CDOR Rate Loans, as applicable, and the right of the Borrower Borrowers to convert any Loan to a LIBOR Rate Loan or CDOR Rate Loan or continue any Loan as a LIBOR Rate Loan or CDOR Rate Loan, as applicable, shall be suspended and thereafter the Borrower Borrowers may select only Base Rate Loans hereunder under the Dollar Tranche or Canadian Prime Rate Loans, as applicable, hereunder, (ii) all Base Rate Loans and with no availability under the Designated Currency Tranche)Canadian Prime Rate Loans shall cease to be determined by reference to LIBOR or CDOR, respectively, and (iiiii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan or CDOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan or a Canadian Prime Rate Loan as to which the interest rate is not determined by reference to LIBOR or CDOR, respectively, for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereofClosing Date, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) issued after the Closing Date of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan or a Loan that bears interest at the Base Rate for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or Competitive Bid LIBOR Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Competitive Bid LIBOR Loans and the right of the Borrower Borrowers to convert any Committed Loan or continue any Committed Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower Borrowers may select or request only Base CD Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)or Absolute Bid Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan or Competitive Bid LIBOR Loan, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan or Competitive Bid LIBOR Loan, as applicable, (A) the applicable LIBOR Rate Loan shall immediately be converted to a Base CD Rate Loan for the remainder of such Interest Period, Period and (B) the outstanding principal amount and all accrued but unpaid interest on the applicable Competitive Bid LIBOR Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming full on the date such different Foreign Currency is not subject to the same type of issue Lender gives notice as the original Foreign Currencyset forth in this Section 4.8(b).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, -------------------------------------- the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until such Lender notifies the Administrative Agent notifies and the Borrower that such circumstances no longer exist, (i) the obligations obligation of the Lenders such Lender to make LIBOR Rate Loans and the right of the Borrower to Loans, convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)into LIBOR Rate Loans or continue LIBOR Rate Loans as LIBOR Rate Loans shall be suspended, and (ii) if any of the Lenders may not lawfully continue to maintain a each LIBOR Rate Loan to the end of the such Lender then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan outstanding shall immediately be converted to a Base Rate Loan for either (A) on the remainder last day of the then current Interest Period if such Interest Period, Lender may lawfully continue to maintain and the applicable fund such Loan under the Designated Currency Tranche as a LIBOR Rate Loan to such day or (B) immediately if such Lender shall either be repaid or converted determine that it may not lawfully continue to maintain and fund such Loan as a LIBOR Rate Loan in a different Foreign Currency (assuming to such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency)day.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower Borrowers that such circumstances no longer exist (which notification shall be given as soon as practicable, but in any event not later than thirty (30) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower Borrowers may select only Base Rate Loans, Sterling Base Rate Loans, or Canadian Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)hereunder, as applicable, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan, Sterling Base Rate Loan or Canadian Base Rate Loan, as applicable, for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any Change in Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate LoanLoan or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR and the right of the Borrower to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan or a Base Rate loan as to which the interest rate is determined by reference to LIBOR shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under as to which the Dollar Tranche (and with no availability under the Designated Currency Tranche)interest rate is not determined by reference to LIBOR hereunder, and (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, there shall occur the introduction of, or any Change in Law change in, any Applicable Law, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or should there occur any change in the compliance by any of the Lenders Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make the effect of which makes it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders. Thereafter, and until the Administrative Agent notifies the Borrower Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower Borrowers may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche)hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such different Foreign Currency is not subject to the same type of issue as the original Foreign Currency).