Common use of Laws Affecting LIBOR Rate and Alternative Currency Availability Clause in Contracts

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company and the other Lenders. Thereafter, until the Administrative Agent notifies the Company that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company may select Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if available, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, 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; provided that if the Company elects to make such conversion, the Company shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in effecting such conversion.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR)) under the applicable Credit Facility, any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company and the other Lenders. Thereafter, until the Administrative Agent notifies the Company that such circumstances no longer existexist with respect to the applicable Credit Facility, (i) the obligations of the Lenders to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR)) under the applicable Credit Facility, Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company to convert any Revolving Credit Loan or USD Revolving Credit Loan to, or continue any Revolving Credit Loan as or USD Revolving Credit Loan as, a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company may select Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if available, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, 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; provided that if the Company elects to make such conversion, the Company shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in effecting such conversion.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company Borrower, and the other Lenders. Thereafter, until the Administrative Agent notifies the Company Borrower that such circumstances no longer exist, (i) the obligations of the Lenders or the Alternative Currency Lender, as applicable, to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company Borrower may select only Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available hereunder, and (ii) if any of the Lenders or the Alternative Currency Lender, as applicable, may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan or convert to LIBOR Rate Loans denominated in DollarsLoan, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if availableLoan, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall immediately be converted to a Base Rate Loan (as to which the interest rate is not determined by reference to LIBOR) in Dollars for the remainder of such Interest Period; provided that if the Company Borrower elects to make such conversion, the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent Agent, the Alternative Currency Lender and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent Agent, the Alternative Currency Lender and the Lenders in effecting such conversion, including any amounts required to be paid under Section 4.11.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 its respective Lending Offices) with any request or directive (whether or not having the force of law) of any such 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Company Borrower that such circumstances no longer exist, (i) the obligations of the Lenders such Lender to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company Borrower to convert any Revolving Credit Loan made by such Lender or continue any Revolving Credit Loan made by such Lender as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company may select Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available hereundersuspended, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in DollarsLoans, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if availableLoans, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency LoanLoans, as applicable, 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; provided that if the Company elects to make such conversion, the Company shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in effecting such conversion.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Company Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders or the Alternative Currency Lender, as applicable, to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company Borrowers to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company Borrowers may select only Revolving Credit Loans which are Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available hereunder, and (ii) if any of the Lenders or the Alternative Currency Lender, as applicable, may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in DollarsLoan, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if available, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, then (A) with respect to any Revolving Credit Loans which are LIBOR Rate Loans, such LIBOR Rate Loans shall immediately be converted to a Base Rate Loan (as to which the interest rate is not determined by reference to LIBOR) in Dollars for the remainder of such Interest PeriodPeriod and (B) with respect to any Alternative Currency Loans, such Alternative Currency Loans shall be repaid in full, together with accrued interest thereon; provided that if the Company elects to make such conversion, the Company Borrowers shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in effecting such conversionconversion or repayment, including, without limitation, any amounts required to be paid under Section 4.9.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Company Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company Borrowers to convert any Revolving Credit Loan to or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate convert any Loan to or continue any Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company Borrowers may select only Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available Dollars hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan or convert to LIBOR Rate Loans denominated in DollarsLoan, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if availableLoan, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, 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; Period (provided that if the Company elects to make such conversion, the Company shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in effecting shall enter into good faith negotiations promptly upon such conversion.conversion to determine a new interest rate index similar to that applicable to LIBOR Rate Loans). 49

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, or any Japanese Yen Loanas applicable, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company Domestic Borrower, on behalf of itself and the Canadian Borrower, and the other Lenders. Thereafter, until the Administrative Agent notifies the Company Domestic Borrower, on behalf of itself and the Canadian Borrower, that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company Borrowers to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company Borrowers may select only Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available Dollars hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan or convert to LIBOR Rate Loans denominated in DollarsLoan, as applicable, to the end of the then current Interest Period or Canadian Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if availableLoan, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall immediately be converted to a Base Rate Loan (as to which the interest rate is not determined by reference to LIBOR) in Dollars for the remainder of such Interest Period or Canadian Interest Period, as applicable; provided that if the Company elects Borrowers elect to make such conversion, the Company Borrowers shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent Agent, the Alternative Currency Lender and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent Agent, the Alternative Currency Lender and the Lenders in effecting such conversion.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 its respective Lending Offices) with any request or directive (whether or not having the force of law) of any such 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, Loan or any Japanese Yen Loan, LIBOR Competitive Bid Loan such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Company Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans, LIBOR Competitive Bid Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company Borrower to convert any Revolving Credit Loan to or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company Borrower may select only Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available Dollars hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan, LIBOR Competitive Bid Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan or convert to LIBOR Rate Loans denominated in DollarsLoan, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, as a LIBOR Competitive Bid Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if availableLoan, as applicable, the applicable LIBOR Rate Loan, LIBOR Competitive Bid Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, Loan shall immediately be converted to a Base Rate Loan (as to which the interest rate is not determined by reference to LIBOR) denominated in Dollars for the remainder of such Interest Period; provided that if the Company elects to make such conversion, the Company shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in effecting such conversion.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company Borrower Agent and the other Lenders. Thereafter, until the Administrative Agent notifies the Company Borrower Agent that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right (if any) of the Company Borrowers to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company U.S. Borrower may select only Base Rate Loans (as hereunder and the Belgian Borrower shall not be permitted to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available hereundermake any borrowings under this Agreement, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan or convert to LIBOR Rate Loans denominated in DollarsLoan, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if availableLoan, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall immediately be repaid, together with accrued interest thereon and any amount payable under Section 5.9, or converted (if a LIBOR Rate Loan in Dollars to the U.S. Borrower) to a Base Rate Loan (as to which the interest rate is not determined by reference to LIBOR) in Dollars for the remainder of such Interest Period; provided that if the Company U.S. Borrower elects to make such conversion, the Company U.S. Borrower shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in effecting such conversion.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, or any Japanese Yen Loan, such the Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company and the other LendersBorrower. Thereafter, until the Administrative Agent Lender notifies the Company Borrower that such circumstances no longer exist, (i) the obligations of the Lenders Lender or the Lender, as applicable, to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company Borrower may select only Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available hereunder, and (ii) if any of the Lenders Lender may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan or convert to LIBOR Rate Loans denominated in DollarsLoan, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if availableLoan, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall immediately be converted to a Base Rate Loan (as to which the interest rate is not determined by reference to LIBOR) in Dollars for the remainder of such Interest Period; provided that if the Company Borrower elects to make such conversion, the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders Lender any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders Lender in effecting such conversion, including any amounts required to be paid under Section 4.9.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company Borrower, and the other Lenders. Thereafter, until the Administrative Agent notifies the Company Borrower that such circumstances no longer exist, (i) the obligations of the Lenders or the Alternative Currency Lender, as applicable, to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company Borrower may select only Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available hereunder, and (ii) if any of the Lenders or the Alternative Currency Lender, as applicable, may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan or convert to LIBOR Rate Loans denominated in DollarsLoan, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if availableLoan, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall immediately be converted to a Base Rate Loan (as to which the interest rate is not determined by reference to LIBOR) in Dollars for the remainder of such Interest Period; provided that if the Company Borrower elects to make such conversion, the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent Agent, the Alternative Currency Lender and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent Agent, the Alternative Currency Lender and the Lenders in effecting such conversion.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Company Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency LoanLoans, as applicable, shall be suspended and thereafter the Company Borrower may select only Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in DollarsLoans, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if availableLoans, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency LoanLoans, as applicable, 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; provided that if the Company elects to make such conversion, the Company shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in effecting such conversion.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR)Loan, any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Company Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR)Loans, Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company Borrower to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company Borrower may select Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if available, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, 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; provided that if the Company Borrower elects to make such conversion, the Company Borrower shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in effecting such conversion.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR)) under the applicable Credit Facility, any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company and the other Lenders. Thereafter, until the Administrative Agent notifies the Company that such circumstances no longer existexist with respect to the applicable Credit Facility, (i) the obligations of the Lenders to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR)) under the applicable Credit Facility, Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company to convert any Revolving Credit Loan or USD Revolving Credit Loan to, or continue any Revolving Credit Loan as asor USD Revolving Credit Loan as, a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company may select Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if available, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, 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; provided that if the Company elects to make such conversion, the Company shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in effecting such conversion.

Laws Affecting LIBOR Rate and Alternative Currency Availability. If, after the date hereof, the introduction of, or any 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 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 a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), any Alternative Currency Loan, or any Japanese Yen Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Company Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Company Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR), Alternative Currency Loans, or Japanese Yen Loans, as applicable, and the right of the Company Borrowers to convert any Revolving Credit Loan to or continue any Revolving Credit Loan as a LIBOR Rate Loan (or a Base Rate convert any Loan to or continue any Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan, as applicable, shall be suspended and thereafter the Company Borrowers may select only Base Rate Loans (as to which the interest rate is not determined by reference to LIBOR) or convert to LIBOR Rate Loans denominated in Dollars, if available Dollars hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan or convert to LIBOR Rate Loans denominated in DollarsLoan, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or an Alternative Currency Loan or convert to LIBOR Rate Loans denominated in Dollars, if availableLoan, as applicable, the applicable LIBOR Rate Loan (or a Base Rate Loan as to which the interest rate is determined with reference to LIBOR) or Alternative Currency Loan, as applicable, 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; Period (provided that if the Company elects to make such conversion, the Company shall pay (or cause the applicable Designated Borrower to pay) to the Administrative Agent and the Lenders any and all costs, fees and other expenses incurred by the Administrative Agent and the Lenders in effecting shall enter into good faith negotiations promptly upon such conversionconversion to determine a new interest rate index similar to that applicable to LIBOR Rate Loans).