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, 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 Lender (or any of their respective Lending Offices) 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 for any Lender (or its Lending Office) 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. Before giving any notice to the Administrative Agent pursuant to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such day.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, such Lender 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 designate be suspended and thereafter the Borrower may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (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 different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) as to which the last day of interest rate is not determined by reference to LIBOR for the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate LoanLoan or any Alternate 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. Before giving any notice Thereafter, until the Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to the Administrative Agent pursuant to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected make LIBOR Rate LoanLoans or Alternate Base Rate Loans as to which the interest rate is determined by reference to LIBOR, together with accrued interest thereon, shall automatically be converted and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan or an Alternate Base Rate Loan on either as to which the interest rate is determined by reference to LIBOR shall be suspended and thereafter the Borrower may select only Alternate Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (aii) all Alternate Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the last day Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to such affected LIBOR an Alternate Base Rate Loan if such Lender may lawfully continue as to maintain and fund its portion which the interest rate is not determined by reference to LIBOR for the remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, such Lender and the right of the Borrower to convert any 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 designate be suspended and thereafter the Borrower may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (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 different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) as to which the last day of interest rate is not determined by reference to LIBOR for the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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 written notice to the Borrower and the other LendersLenders as to such circumstances and the basis therefor. Before giving any notice to Thereafter, until the Administrative Agent pursuant to this Section 3.8, notifies the Borrower that such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, circumstances specified in the reasonable judgment written notice described in the preceding sentence no longer exist or have otherwise been remedied, (i) the obligations of such Lenderthe Lenders to make LIBOR Rate 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 otherwise materially disadvantageous suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may not lawfully continue to such Lender. Upon receipt maintain a LIBOR Rate Loan to the end of such notice, notwithstanding anything contained hereinthe then current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 agencyagency made or issued after the date hereof, shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, such Lender and the right of the Borrower to convert any Term Loan to a LIBOR Rate Loan or continue any Term Loan as a LIBOR Rate Loan shall designate be suspended and thereafter the Borrower may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (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 different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Term Loan shall automatically immediately be converted to a Base Rate Loan on either (a) as to which the last day of interest rate is not determined by reference to LIBOR for the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 of any Applicable Law by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or if compliance by any Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, such Lender 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 designate be suspended and thereafter the Borrower may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (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 different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) as to which the last day of interest rate is not determined by reference to LIBOR for the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, such Lender and the right of the Borrower to convert any 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 designate be suspended and thereafter the Borrower may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (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 different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either as to which the interest rate is determined without giving effect to clause (aiii) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion definition of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayBase Rate.

Laws Affecting LIBOR Rate Availability. If, after If any Change in Law shall make it unlawful or impossible for any of 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 Lender Lenders (or any of their respective Lending Offices) 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 for any Lender (or its Lending Office) to honor its obligations hereunder to make or maintain any Eurodollar Rate Advance, any LIBOR Market Index Rate LoanAdvance or any Base Rate Advance as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”), such Lender Affected Lenders shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to this Section 3.8make their respective portions of Eurodollar Rate Advances, LIBOR Market Index Rate Advances or Base Rate Advances as to which the interest rate is determined by reference to the LIBOR Market Index Rate, and the right of the Borrower to Convert such Lender shall designate Affected Lenders’ portion of any Advance to a different lending office if Eurodollar Rate Advance or Continue such designation will avoid the need for giving such notice and will notAffected Lenders’ portion of any Advance as a Eurodollar Rate Advance, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Market Index Rate Loan, together with accrued interest thereon, shall automatically be converted to Advance or a Base Rate Loan on either Advance as to which the interest rate is determined by reference to the LIBOR Market Index Rate shall be suspended and thereafter the Borrower may select only Base Rate Advances as to which the interest rate is not determined by reference to the LIBOR Market Index Rate hereunder with respect to such Affected Lenders’ portion of any Advances, (aii) such Affected Lenders’ portion of all Base Rate Advances shall cease to be determined by reference to the last day LIBOR Market Index Rate and (iii) if such Affected Lenders may not lawfully continue to maintain a Eurodollar Rate Advance or a LIBOR Market Index Rate Advance to the end of the then current Interest Period applicable to thereto, such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its Affected Lenders’ portion of such the applicable Advance shall immediately be Converted to a Base Rate Advance as to which the interest rate is not determined by reference to the LIBOR Market Index Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion for the remainder of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 thereofthereof (an “Administering Authority”), or compliance by any Lender 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 Administering Authority issued after the date hereof (or issued on or prior to the date hereof to the extent there has been a change after the date hereof in the interpretation or administration thereof by any Administering Authority, central bank or comparable agency, ) shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans, such Lender and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall designate be suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, or to determine or charge interest rates based upon the LIBOR Rate, or any Governmental Authority imposes material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank markets, 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. Before giving Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of such Lender to make or continue LIBOR Rate Loans and the right of the Borrower to convert any notice Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent pursuant to this Section 3.8Agent), repay or, if applicable, convert all LIBOR Rate Loans of such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan Loans, either on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan therefor, if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan Loans to such date day, or (b) immediately immediately, if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to Loans. Upon any such dayrepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Laws Affecting LIBOR Rate Availability. If, after the date hereofof this Agreement, the adoption or introduction of, or any change in, any Applicable Law applicable law, rule or any change regulation or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender of the Lenders (or any of their respective Eurodollar Lending Offices) with any request or directive (whether or not having the force of law) of any such Authority, central bank or comparable agencyauthority, shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Eurodollar Lending OfficeOffices) to honor its obligations hereunder to make or maintain any Loan which bears interest at or by reference to the LIBOR Rate LoanRate, such Lender shall promptly forthwith give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Before giving any notice to the Administrative Agent pursuant to this Section 3.8Agent. Thereafter, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan on either (a) the last day obligations of the then current Interest Period applicable Lenders to such affected make Loans which bear interest at or by reference to the LIBOR Rate Loan if such Lender may lawfully continue and the right of the Borrower to maintain and fund its portion of such convert Borrowing into or refund a Borrowing as a Borrowing which bears interest at or by reference to the LIBOR Rate Loan to such date or shall be suspended and thereafter only the Alternate Base Rate shall be available, and (b) immediately if such Lender any of the Lenders may not lawfully continue to fund and maintain its portion a Borrowing which bears interest at or by reference to the LIBOR Rate, the applicable Borrowing shall immediately be converted to a Borrowing which bears interest at or by reference to the Alternate Base Rate. For purposes of this Section, a change in law, rule, regulation, interpretation or administration shall include, without limitation, any change made or which becomes effective on the basis of a law, rule, regulation, interpretation or administration presently in force, the effective date of which change is delayed by the terms of such affected LIBOR law, rule, regulation, interpretation or administration. In the event that this Section 6.07 applies to any Term Loan Borrowing, such Term Loan Borrowing shall bear interest at the Alternate Base Rate Loan plus the Applicable Margin applicable to such dayRevolving Credit Borrowings and shall be payable on the Interest Payment Dates applicable thereto.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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 Borrowers and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, such Lender and the right of the Borrowers 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 designate be suspended and thereafter the Borrowers may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (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 different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) as to which the last day of interest rate is not determined by reference to LIBOR for the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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 and the other LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower and the other Lenders by telecopier (or by telephone promptly confirmed by telecopier) that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make 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, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day remainder of the then current such Interest Period applicable and the Borrower shall pay any amount required to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such daybe paid under Section 5.9 hereof.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant to this Section 3.8notifies the Borrower that such circumstances no longer exist, which notification shall be sent by the Administrative Agent within five Business Days after the Administrative Agent receives written notification from such Lender 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 borrow any LIBOR Rate Loan or Convert any Loan to a LIBOR Rate Loan, shall designate a different lending office be suspended and (ii) if such designation will avoid notice asserts the need for giving such notice and will not, in the reasonable judgment illegality of such LenderLender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, the interest rate on Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be otherwise materially disadvantageous determined by the Administrative Agent without reference to such Lenderthe LIBOR component of the Base Rate. Upon receipt of such notice, notwithstanding anything contained hereinthe Borrower shall, upon demand from such Lender (with a copy to the then outstanding principal amount Administrative Agent), Convert all LIBOR Rate Loans of such Lender's Commitment Percentage Lender to Base Rate Loans (the interest rate on which Base Rate Loans of each affected such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate Loancomponent of the Base Rate), together with accrued interest thereon, shall automatically be converted to a Base Rate Loan either on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan therefor, if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan Loans to such date day, or (b) immediately immediately, if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayLoans.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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 Base Rate 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to Base Rate LIBOR, such Lender and the right of the Borrower to convert any 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 Base Rate LIBOR shall designate be suspended and thereafter the Borrower may select only Base Rate Loans as to which the interest rate is not determined by reference to Base Rate LIBOR hereunder, (ii) all Base Rate Loans shall cease to be determined by reference to Base Rate LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) as to which the last day of interest rate is not determined by reference to Base Rate LIBOR for the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the Xxxx-Xxxxx Xxxx 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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 and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current LIBOR Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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 Company and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Company that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans, such Lender and the right of the Borrowers to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan shall designate be suspended and thereafter the Borrowers may select only Base Rate Loans, (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 different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender (or any of their respective Lending Offices) 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving Thereafter, until the Agent notifies the Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans, and the right of the Borrowers to convert any notice Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrowers may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the Administrative Agent pursuant to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (afor the remainder of such Interest Period. Lenders shall determine the applicability of, and the amount due under, this Section 4.8(b) consistent with the last day manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this Section 4.8(b), and, if requested by the Borrowers, a certificate of the then current Interest Period applicable to such affected LIBOR Rate Loan if any such Lender may lawfully continue setting forth the basis for determining such amount or amounts necessary to maintain and fund its portion of such LIBOR Rate Loan to such date or (b) immediately if compensate such Lender may not lawfully continue shall be forwarded to fund the Borrowers through the Agent and maintain its portion of any such affected LIBOR Rate Loan certificate shall be conclusively presumed to such daybe correct save for manifest error.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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 Agent and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower Agent that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, such Lender and the right of the Borrowers to convert any 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 designate be suspended and thereafter the Borrowers may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (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 different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) as to which the last day of interest rate is not determined by reference to LIBOR for the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate LoanLoan or any Floating 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected make LIBOR Rate LoanLoans or Floating Rate Loans as to which the interest rate is determined by reference to LIBOR, together with accrued interest thereon, shall automatically be converted and the right of the Borrower to convert any Loan to a Base LIBOR Rate Loan on either or continue any Loan as a LIBOR Rate Loan or a Floating Rate Loan as to which the interest rate is determined by reference to LIBOR shall be suspended and thereafter the Borrower may select only Floating Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (aii) all Floating Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the last day Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to such affected LIBOR a Floating Rate Loan if such Lender may lawfully continue as to maintain and fund its portion which the interest rate is not determined by reference to LIBOR for the remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist (which the Administrative Agent agrees to this Section 3.8do promptly when such circumstances no longer exist), such Lender (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 designate be suspended and thereafter the Borrower may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (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 different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) as to which the last day of interest rate is not determined by reference to LIBOR for the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, any Change in Law shall make it unlawful or impossible for any of 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 Lender Lenders (or any of their respective Lending Offices) 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 for any Lender (or its Lending Office) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, or to determine or charge interest rates based upon the LIBOR Rate, or any Governmental Authority imposes material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank markets, 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. Before giving Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of such Lender to make or continue LIBOR Rate Loans and the right of the Borrower to convert any notice Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent pursuant to this Section 3.8Agent), repay or, if applicable, convert all LIBOR Rate Loans of such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan Loans, either on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan therefor, if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan Loans to such date day, or (b) immediately immediately, if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to Loans. Upon any such dayrepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Laws Affecting LIBOR Rate Availability. IfNotwithstanding any other provision in this Agreement, if, at any time after the date hereofhereof and from time to time, any Lender shall have determined in good faith that the introduction of, of or any change inin any applicable law, any Applicable Law rule or any change regulation or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any guideline or request or directive from any such Government Authority (whether or not having the force of law) ), has or would have the effect of any such Authority, central bank or comparable agency, shall make making it unlawful for any such Lender (to make or its Lending Office) to honor its obligations hereunder continue to make or maintain LIBOR Rate Loans, such Lender will forthwith so notify the Agent and the Borrower. Upon such notice, (i) each of such Lender's then outstanding LIBOR Rate Loans shall automatically, on the expiration date of the respective Interest Period applicable thereto (or, to the extent any such LIBOR Rate Loan may not lawfully be maintained as a LIBOR Rate Loan until such expiration date, upon such notice), be converted into a Base Rate Loan, (ii) the obligation of such Lender to make, to convert Base Rate Loans or CD Rate Loans into, or to continue LIBOR Rate Loans shall be suspended, and (iii) any Notice of Borrowing or Notice of Conversion/Continuation given at any time thereafter with respect to LIBOR Rate Loans shall, as to such Lender, be deemed to be a request for a Base Rate Loan, in each case until such Lender shall promptly give notice thereof have determined that the circumstances giving rise to such suspension no longer exist and shall have so notified the Administrative Agent, and the Agent shall have so notified the Borrower. Notwithstanding the foregoing, the Agent and the Administrative Agent shall promptly give notice each Lender will take any reasonable actions available to the Borrower and the other Lenders. Before giving any notice to the Administrative Agent pursuant to this Section 3.8, such Lender shall designate it (including designation of a different lending office if such designation Lending Office), consistent with legal and regulatory restrictions, that will avoid the need for giving such notice to take the steps described in this Section 3.8(b) and that will not, in the reasonable judgment of the Agent or such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayit.

Laws Affecting LIBOR Rate 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 Lender (or any of their respective Lending Offices) 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until Administrative Agent notifies the Borrower that such circumstances no longer exist (which notification shall be given within thirty (30) days after the Administrative Agent pursuant obtains actual knowledge that such circumstances no longer exist), (i) the obligations of the Lenders to this Section 3.8make 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, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 the 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 the Lender (or any of its Lending OfficeOffices) 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 Co-Borrowers. Thereafter, until the Lender notifies the 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 Lender to make LIBOR Rate Loans and the Administrative Agent right of the Co-Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall promptly give notice be suspended and thereafter the Co-Borrowers may select only Base Rate Loans hereunder, and (ii) if the Lender may not lawfully continue to maintain a LIBOR Rate Loan to the Borrower and end of the other Lenders. Before giving any notice to the Administrative Agent pursuant to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan Interest Period, and the applicable Co-Borrower or Co-Borrowers shall pay any amount required to such date or (b) immediately if such Lender may not lawfully continue be paid pursuant to fund and maintain its portion of such affected LIBOR Rate Loan to such daySection 3.7.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable applicable Law or any change in the interpretation or administration thereof by any Governmental AuthorityOfficial Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) the Lenders with any request or directive (whether or not having the force of law) of any such AuthorityOfficial Body, central bank or comparable agency, shall make it unlawful or impossible for any Lender (or its Lending Office) of the Lenders to honor its obligations hereunder to make or maintain any LIBOR Rate LoanTranche, 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected make LIBOR Rate LoanTranches, together with accrued interest thereon, shall automatically be converted and the right of the Borrower to convert any Loan to a LIBOR Rate Tranche or continue any Loan as a LIBOR Rate Tranche shall be suspended and thereafter the Borrower may select only Base Rate Loan on either Tranches and (aii) if any of the last day Lenders may not lawfully continue to maintain a LIBOR Rate Tranche to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to such affected LIBOR a Base Rate Loan if such Lender may lawfully continue to maintain and fund its portion Tranche for the remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change changeChange 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 Lender 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, Law shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, or to determine or charge interest rates based upon the LIBOR Rate, or any Governmental Authority imposes material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank markets, 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. Before giving Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of such Lender to make or continue LIBOR Rate Loans and the right of the Borrower to convert any notice Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent pursuant to this Section 3.8Agent), repay or, if applicable, convert all LIBOR Rate Loans of such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan Loans, either on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan therefor, if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan Loans to such date day, or (b) immediately immediately, if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to Loans. Upon any such dayrepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, any LIBOR Market Index Rate Loan, 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans, such Lender shall designate LIBOR Market Index 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 or continue any Loan as a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued a LIBOR Market Index Rate Loan or a Base Rate Loan as to which the interest thereonrate is determined by reference to LIBOR shall be suspended and thereafter the Borrower may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (ii) all Base Rate Loans shall automatically 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, the applicable Loan shall immediately be converted to a Base Rate Loan on either (a) as to which the last day of interest rate is not determined by reference to LIBOR for the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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 with reference to the LIBOR Rate, 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. Before giving any notice to 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 Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rate and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined with reference to the LIBOR Rate shall be suspended and thereafter the Borrower may select only Base Rate Loans (as to which the interest rates shall be calculated pursuant to this Section 3.8clauses (a) and (b) of the definition of “Base Rate”) hereunder, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan or any Base Rate Loan as to which the need for giving such notice and will not, in interest rate is determined with reference to the reasonable judgment LIBOR Rate to the end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthe then current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (as to which the interest rates shall be calculated pursuant to clauses (a) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of the definition of “Base Rate”) for the remainder of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender (or any of their respective Lending Offices) 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until such Lender notifies the Administrative Agent pursuant to this Section 3.8and the Borrower that such circumstances no longer exist, (i) the obligation of such Lender to make LIBOR Rate Loans, convert Base Rate Loans into LIBOR Rate Loans or continue LIBOR Rate Loans as LIBOR Rate Loans shall designate a different lending office if such designation will avoid the need for giving such notice be suspended, and will not, in the reasonable judgment (ii) each LIBOR Rate Loan of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the Lender then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan on either (aA) on the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such Loan as a LIBOR Rate Loan to such date day or (bB) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund and maintain its portion of such affected Loan as a LIBOR Rate Loan to such day.

Laws Affecting LIBOR Rate 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 Lender (or any of their respective its Lending OfficesOffice) 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 Lender of the Lenders (or its Lending Office) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrowers that such circumstances no longer exist (which notification shall be given promptly, but in any event within thirty (30) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans and the right of the Borrowers to convert any Revolving Credit Loan or continue any Revolving Credit Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrowers may select only Base Rate Loans hereunder, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable 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 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 Lender (or its Lending Office) of the Lenders 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans and the right of the Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrowers may select only Base Rate Loans hereunder, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current LIBOR Rate Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the Xxxx-Xxxxx Xxxx 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Company that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans and the right of the Borrowers to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrowers may select only Base Rate Loans hereunder, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current LIBOR Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Disbursing Agent and the Administrative Disbursing Agent shall promptly give notice to the Borrower and the other LendersLenders (such determination to be made by the Disbursing Agent or such Lender in good faith and in a manner consistent with similar determinations made with respect to LIBOR Rate Loans to other borrowers under similar circumstances). Before giving Thereafter, until the 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 notice Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans or CD Rate Loans hereunder and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the Administrative Agent pursuant to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid end of the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected applicable LIBOR Rate Loan, together with accrued interest thereon, Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender (or any of their respective Lending Offices) 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until such Lender notifies the Administrative Agent pursuant to this Section 3.8and the Borrower that such circumstances no longer exist, (i) the obligation of such Lender to make LIBOR Rate Loans, convert Base Rate Loans into LIBOR Rate Loans or continue LIBOR Rate Loans as LIBOR Rate Loans shall designate a different lending office if such designation will avoid the need for giving such notice be suspended, and will not, in the reasonable judgment (ii) each LIBOR Rate Loan of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the Lender then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan on either (aA) on the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such Loan as a LIBOR Rate Loan to such date day or (bB) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund and maintain its portion of such affected Loan as a LIBOR Rate Loan to such day.

Laws Affecting LIBOR Rate 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 Lender (or any of their respective Lending Officesoffices) 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrowers that such circumstances no longer exist (which notification shall be given promptly, but in any event within twenty (20) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans and the right of the Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrowers may select only Base Rate Loans hereunder, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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 and the other LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower and the other Lenders by telecopier (or by telephone promptly confirmed by telecopier) that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day remainder of the then current such Interest Period applicable and the Borrower shall pay any amount required to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such daybe paid under Section 5.9 hereof.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, any Change in Law shall make it unlawful or impossible for any of 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 Lender Lenders (or any of their respective Lending Offices) 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 for any Lender (or its Lending Office) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, or to determine or charge interest rates based upon the LIBOR Rate, or any Governmental Authority imposes material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank markets, 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. Before giving Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of such Lender to make or continue LIBOR Rate Loans and the right of the Borrower to convert any notice portion of the Term Loan or continue any portion of the Term Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent pursuant to this Section 3.8Agent), repay or, if applicable, convert all LIBOR Rate Loans of such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan Loans, either on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan therefor, if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan Loans to such date day, 40 or (b) immediately immediately, if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to Loans. Upon any such dayrepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Administrative Borrower and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Administrative Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans and the right of the Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrowers may select only Base Rate Loans hereunder, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate 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, such Lender (ii) the Base Rate shall designate cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) as to which the last day of interest rate is not determined by reference to LIBOR for the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist (which the Administrative Agent agrees to this Section 3.8do; provided, such Lender that the Administrative Agent shall designate have no liability for any failure to do so), (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 different lending office LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) if such designation will avoid any of the need for giving such notice and will not, in Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender (or any of their respective Lending Offices) 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to the Administrative Agent pursuant to this Section 3.8Agent, such Lender shall designate a different lending office Lending Office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt Thereafter, until the Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of such noticethe Lenders to make LIBOR Loans and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, notwithstanding anything contained hereinand (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Loan to the end of the then current Interest Period applicable thereto as a LIBOR Loan, the then outstanding principal amount of such Lender's Commitment Percentage of each affected applicable LIBOR Rate Loan, together with accrued interest thereon, Loan shall automatically immediately be converted to a Base Rate Loan on either for the remainder of such Interest Period, and (aiii) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if thereafter, such Lender may lawfully continue to maintain shall make only Base Rate Loans and fund its portion of such LIBOR Absolute Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayLoans hereunder.

Laws Affecting LIBOR Rate Availability. IfNotwithstanding any other provision in this Agreement, if, at any time after the date hereofhereof and from time to time, any Lender shall have determined in good faith that the introduction of, of or any change inin any applicable law, any Applicable Law rule or any change regulation or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any guideline or request or directive from any such Government Authority (whether or not having the force of law) ), has or would have the effect of any such Authority, central bank or comparable agency, shall make making it unlawful for any such Lender (to make or its Lending Office) to honor its obligations hereunder continue to make or maintain LIBOR Rate Loans, such Lender will forthwith so notify the Agent and the Borrower. Upon such notice, (i) each of such Lender's then outstanding LIBOR Rate Loans shall automatically, on the expiration date of the respective Interest Period applicable thereto (or, to the extent any such LIBOR Rate Loan may not lawfully be maintained as a LIBOR Rate Loan until such expiration date, upon such notice), be converted into a Base Rate Loan, (ii) the obligation of such Lender to make, to convert Base Rate Loans or CD Rate Loans into, or to continue LIBOR Rate Loans shall be suspended, and (iii) any Notice of Borrowing or Notice of Conversion/Continuation given at any time thereafter with respect to LIBOR Rate Loans shall, as to such Lender, be deemed to be a request for a Base Rate Loan, in each case until such Lender shall promptly give notice thereof have determined that the circumstances giving rise to such suspension no longer exist and shall have so notified the Administrative Agent, and the Agent shall have so notified the Borrower. Notwithstanding the foregoing, the Agent and the Administrative Agent shall promptly give notice each Lender will take any reasonable actions available to the Borrower and the other Lenders. Before giving any notice to the Administrative Agent pursuant to this Section 3.8, such Lender shall designate it (including designation of a different lending office if such designation Lending Office), consistent with legal and regulatory restrictions, that will avoid the need for giving such notice to take the steps described in this Section 4.8(b) and that will not, in the reasonable judgment of the Agent or such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayit.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law APPLICABLE LAW or any change in the interpretation or administration thereof by any Governmental AuthorityGOVERNMENTAL AUTHORITY, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender LENDER (or any of their respective Lending OfficesLENDING OFFICES) with any request or directive (whether or not having the force of law) of any such AuthorityGOVERNMENTAL AUTHORITY, central bank or comparable agency, shall make it unlawful or impossible for any Lender of the LENDERS (or its Lending Officeany of their respective LENDING OFFICES) to honor its obligations hereunder to make or maintain any LIBOR Rate LoanRATE LOAN, such Lender LENDER shall promptly give notice thereof to the Administrative Agent ADMINISTRATIVE AGENT and the Administrative Agent ADMINISTRATIVE AGENT shall promptly give notice to the Borrower BORROWER and the other LendersLENDERS. Before giving any notice to Thereafter, until the Administrative Agent pursuant to this Section 3.8ADMINISTRATIVE AGENT notifies the BORROWER that such circumstances no longer exist, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan on either (ai) the last day obligations of the then current Interest Period applicable LENDERS to such affected make LIBOR Rate Loan 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, and (ii) if such Lender may lawfully continue to maintain and fund its portion any of such LIBOR Rate Loan to such date or (b) immediately if such Lender the LENDERS may not lawfully continue to fund and maintain its portion 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 affected LIBOR Rate Loan to such dayINTEREST PERIOD.

Laws Affecting LIBOR Rate 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 the 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 the Lender (or any of its Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such the Lender shall promptly give notice thereof to the Administrative Agent Borrower. Thereafter, until the Lender notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lender to make LIBOR Rate Loans and the Administrative Agent right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall promptly give notice be suspended and thereafter the Borrower may select only LIBOR Market Index Loans hereunder, and (ii) if the Lender may not lawfully continue to maintain a LIBOR Rate Loan to the Borrower and the other Lenders. Before giving any notice to the Administrative Agent pursuant to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan on either (a) the last day end of the then current Interest Period applicable to such affected thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan if shall immediately be converted to a LIBOR Market Index Loan for the remainder of such Interest Period. Should the Lender may lawfully continue not be able to maintain and fund its portion of LIBOR Market Index Loans, such LIBOR Rate Loan shall be converted to such date or (b) immediately if such Lender may not lawfully continue a Loan that bears interest pursuant to fund and maintain its portion of such affected LIBOR the Prime Rate Loan to such dayplus the Applicable Margin.

Laws Affecting LIBOR Rate 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 Lender (or any of their respective Lending Offices) 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the 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 this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected make LIBOR Rate Loan, together with accrued interest thereon, Loans and the right of the Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall automatically be converted to a suspended and thereafter the Borrowers may select only Base Rate Loans, Sterling Base Rate Loans, or Canadian Base Rate Loans hereunder, as applicable, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan on either (a) to the last day end of the then current Interest Period applicable to such affected thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan if such Lender may lawfully continue shall immediately be converted to maintain and fund its portion a Base Rate Loan, Sterling Base Rate Loan or Canadian Base Rate Loan, as applicable, for the remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make 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 as to which the interest rate is not determined by reference to LIBOR hereunder, such Lender and (ii) all Base Rate Loans shall designate cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) as to which the last day of interest rate is not determined by reference to LIBOR for the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make 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), such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate 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 date or (b) immediately if such Lender may different Foreign Currency is not lawfully continue subject to fund and maintain its portion the same type of such affected LIBOR Rate Loan to such dayissue as the original Foreign Currency).

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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 and the other LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower and the other Lenders by telecopier (or by telephone promptly confirmed by telecopier) that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day remainder of the then current such Interest Period applicable and the Borrower shall pay any amount required to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such daybe paid under Section 5.11.

Laws Affecting LIBOR Rate 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 Lender of the Lenders LEGAL02/33561677v8 (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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate LoanLoan or any Alternate 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. Before giving any notice Thereafter, until the Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to the Administrative Agent pursuant to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected make LIBOR Rate LoanLoans or Alternate Base Rate Loans as to which the interest rate is determined by reference to LIBOR, together with accrued interest thereon, shall automatically be converted and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan or an Alternate Base Rate Loan on either as to which the interest rate is determined by reference to LIBOR shall be suspended and thereafter the Borrower may select only Alternate Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (aii) all Alternate Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the last day Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to such affected LIBOR an Alternate Base Rate Loan if such Lender may lawfully continue as to maintain and fund its portion which the interest rate is not determined by reference to LIBOR for the remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make 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), such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate 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 date or (b) immediately if such Lender may different Foreign Currency is not lawfully continue subject to fund and maintain its portion the same type of such affected LIBOR Rate Loan to such dayissue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans, such Lender 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 designate be suspended and thereafter the Borrower may select only Base Rate Loans, (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 different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate 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 Lender 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 Lender of the Lenders (or its any of their respective Lending OfficeOffices) 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 written notice to the Borrower and the other LendersLenders as to such circumstances and the basis therefor. Before giving any notice to Thereafter, until the Administrative Agent pursuant to this Section 3.8, notifies the Borrower that such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, circumstances specified in the reasonable judgment written notice described in the preceding sentence no longer exist or have otherwise been remedied, (i) the obligations of such Lenderthe Lenders to make LIBOR Rate Loans, and the right of the Borrower to convert any Term Loan to a LIBOR Rate Loan or continue any Term Loan as a LIBOR Rate Loan shall be otherwise materially disadvantageous suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may not lawfully continue to such Lender. Upon receipt maintain a LIBOR Rate Loan to the end of such notice, notwithstanding anything contained hereinthe then current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Term Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.