Common use of Laws Affecting LIBOR Rate Availability Clause in Contracts

Laws Affecting LIBOR Rate Availability. If any Change in Law shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar Rate Advance, any LIBOR Market Index Rate Advance 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 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. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make 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 Affected Lenders’ portion of any Advance to a Eurodollar Rate Advance or Continue such Affected Lenders’ portion of any Advance as a Eurodollar Rate Advance, LIBOR Market Index Rate Advance or a Base Rate 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, (ii) such Affected Lenders’ portion of all Base Rate Advances shall cease to be determined by reference to the 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 thereto, such Affected Lenders’ portion of 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 for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance to a Eurodollar Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan 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 Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable theretothereto as a LIBOR Rate Loan, such Affected Lenders’ portion of the applicable Advance LIBOR Rate Loan shall immediately be Converted converted to a Base Rate Advance Loan as to which the interest rate is not determined by reference without giving effect to clause (iii) of the LIBOR Market Index Rate for the remainder definition of such Interest PeriodBase Rate.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in the interpretation or administration 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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance Loan to a Eurodollar LIBOR Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan 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 Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate LIBOR, and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Floating Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Loans or Floating Rate Advances or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance Loan to a Eurodollar LIBOR Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Floating Rate Advance Loan 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 Floating Rate Advances Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Floating Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Floating Rate Advance Loan as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Base Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateBase Rate LIBOR, and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance to a Eurodollar Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan as to which the interest rate is determined by reference to the Base Rate LIBOR Market Index Rate shall be suspended and thereafter the Borrower may select only Base Rate Advances Loans as to which the interest rate is not determined by reference to the Base Rate LIBOR Market Index Rate hereunder with respect to such Affected Lenders’ portion of any Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans shall cease to be determined by reference to the Base Rate LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan as to which the interest rate is not determined by reference to the Base Rate LIBOR Market Index Rate for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower Borrowers that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower Borrowers to Convert such Affected Lenders’ portion of convert any Advance Loan to a Eurodollar LIBOR Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate shall be suspended and thereafter the Borrower Borrowers may select only Base Rate Advances Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate AdvanceLoan, any or to determine or charge interest rates based upon the LIBOR Market Index Rate Advance Rate, or any Base Rate Advance as Governmental Authority imposes material restrictions on the authority of such Lender to which purchase or sell, or to take deposits of, Dollars in the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)London interbank markets, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders such Lender to make their respective portions of Eurodollar or continue LIBOR 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, Loans and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance to a Eurodollar Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance or a Base Rate Advance as to which the interest rate is determined by reference to the LIBOR Market Index Rate Loan 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 AdvancesLoans hereunder, and (ii) the Borrower shall, upon demand from such Affected Lenders’ portion Lender (with a copy to the Administrative Agent), repay or, if applicable, convert all LIBOR Rate Loans of all such Lender to Base Rate Advances shall cease to be determined by reference to Loans, either on the LIBOR Market Index Rate and (iii) last day of the Interest Period therefor, if such Affected Lenders Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain a Eurodollar such LIBOR Rate Advance Loans. Upon any such repayment or a LIBOR Market Index Rate Advance to conversion, the end of Borrower shall also pay accrued interest on the then current Interest Period applicable thereto, such Affected Lenders’ portion of 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 for the remainder of such Interest Periodamount so prepaid or converted.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance as to which the determine interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, 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 Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, Loans or Convert any Loan to a LIBOR Market Index Rate Advances or Base Rate Advances as to which the interest rate is determined by reference to the LIBOR Market Index RateLoan, and the right of the Borrower to borrow any LIBOR Rate Loan or Convert such Affected Lenders’ portion of any Advance Loan to a Eurodollar LIBOR Rate Advance Loan, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or Continue such Affected Lenders’ portion of any Advance as a Eurodollar Rate Advance, LIBOR Market Index Rate Advance or a maintaining Base Rate Advance as to which Loans the interest rate on which is determined by reference to the LIBOR Market Index Rate shall be suspended and thereafter component of the Borrower may select only Base Rate Advances as to which Rate, the interest rate is not on Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Market Index component of the Base Rate. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), Convert all LIBOR Rate hereunder with respect Loans of such Lender to such Affected Lenders’ portion of any Advances, (ii) such Affected Lenders’ portion of all Base Rate Advances shall cease Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Market Index Rate and (iii) component of the Base Rate), either on the last day of the Interest Period therefor, if such Affected Lenders Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain a Eurodollar such LIBOR Rate Advance or a LIBOR Market Index Rate Advance to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of 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 for the remainder of such Interest PeriodLoans.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law 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 of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance 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”)Loan, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower Borrowers that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR 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 RateLoans, and the right of the Borrower Borrowers to Convert such Affected Lenders’ portion of convert any Advance to a Eurodollar Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance or a Base Rate Advance as to which the interest rate is determined by reference to the LIBOR Market Index Rate Loan shall be suspended and thereafter the Borrower Borrowers 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 AdvancesLoans hereunder, and (ii) such Affected Lenders’ portion if any of all Base Rate Advances shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable theretothereto as a LIBOR Rate Loan, such Affected Lenders’ portion of the applicable Advance LIBOR Rate Loan shall immediately be Converted converted to a Base Rate Advance as to which the interest rate is not determined by reference to the LIBOR Market Index Rate Loan for 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 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 any such Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrowers through the Agent and any such certificate shall be conclusively presumed to be correct save for manifest error.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which the Administrative Agent agrees to do promptly when such circumstances no longer exist), (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance Loan to a Eurodollar LIBOR Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan 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 Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan or Canadian Base Rate Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the US Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the US Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders such Lender to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans or Canadian Base Rate Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower Borrowers to Convert convert any Loan by such Affected Lenders’ portion of any Advance Lender to a Eurodollar LIBOR Rate Advance Loan or Continue continue any Loan by such Affected Lenders’ portion of any Advance Lender as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan or a Canadian Base Rate Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate shall be suspended and thereafter the applicable Borrower may select only Base Rate Advances Loans and Canadian Base Rate Loans be made by such Lender, as applicable, 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans and all Canadian Base Rate Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan or a Canadian Base Rate Loan, as applicable, as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period. Each Lender agrees to designate a different Lending Office or assign its rights and obligations hereunder to another of its officers, branches or affiliates if such designation or assignment will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by such Lender in connection with any such designation or assignment.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency made or issued after the date hereof, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan or Canadian Base Rate Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower Borrowers that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans or Canadian Base Rate Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower Borrowers to Convert such Affected Lenders’ portion of convert any Advance Loan to a Eurodollar LIBOR Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance or a Base Rate Advance as to which the interest rate is determined by reference to the LIBOR Market Index Rate Loan shall be suspended and thereafter the Borrower Borrowers may select only Base Rate Advances Loans and Canadian Base Rate Loans, as applicable, 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans and all Canadian Base Rate Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan or a Canadian Base Rate Loan, as applicable, as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance as to which the determine interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, Loans or Convert any Loan to a LIBOR Market Index Rate Advances or Base Rate Advances as to which the interest rate is determined by reference to the LIBOR Market Index RateLoan, and the right of the Borrower to borrow any LIBOR Rate Loan or Convert such Affected Lenders’ portion of any Advance Loan to a Eurodollar LIBOR Rate Advance Loan, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or Continue such Affected Lenders’ portion of any Advance as a Eurodollar Rate Advance, LIBOR Market Index Rate Advance or a maintaining Base Rate Advance as to which Loans the interest rate on which is determined by reference to the LIBOR Market Index Rate shall be suspended and thereafter component of the Borrower may select only Base Rate Advances as to which Rate, the interest rate is not on Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Market Index component of the Base Rate. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), Convert all LIBOR Rate hereunder with respect Loans of such Lender to such Affected Lenders’ portion of any Advances, (ii) such Affected Lenders’ portion of all Base Rate Advances shall cease Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Market Index Rate and (iii) component of the Base Rate), either on the last day of the Interest Period therefor, if such Affected Lenders Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain a Eurodollar such LIBOR Rate Advance or a LIBOR Market Index Rate Advance to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of 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 for the remainder of such Interest PeriodLoans.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan as to which the interest rate is determined by with reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)Rate, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances or Loans and Base Rate Advances Loans as to which the interest rate is determined by with reference to the LIBOR Market Index Rate, Rate and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance to a Eurodollar Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan as to which the interest rate is determined by with reference to the LIBOR Market Index Rate shall be suspended and thereafter the Borrower may select only Base Rate Advances Loans (as to which the interest rate is not determined by reference rates shall be calculated pursuant to clauses (a) and (b) of the LIBOR Market Index Rate hereunder with respect to such Affected Lenders’ portion definition of any Advances“Base Rate”) hereunder, and (ii) such Affected Lenders’ portion if any of all Base Rate Advances shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance Loan or a any Base Rate Loan as to which the interest rate is determined with reference to the LIBOR Market Index Rate Advance to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan (as to which the interest rate is not determined by reference rates shall be calculated pursuant to clauses (a) and (b) of the LIBOR Market Index Rate definition of “Base Rate”) for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, 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 of the Lenders (or any of their respective Lending Offices) to honor its their obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance 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”)Loan, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR 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, Loans and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance Loan to a Eurodollar Rate Advance or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance or a Base Rate Advance as to which the interest rate is determined by reference to the LIBOR Market Index Rate Loan 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 AdvancesLoans hereunder, and (ii) such Affected Lenders’ portion if any of all Base Rate Advances shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current LIBOR Interest Period applicable theretothereto as a LIBOR Rate Loan, such Affected Lenders’ portion of the applicable Advance LIBOR Rate Loan shall immediately be Converted converted to a Base Rate Advance as to which the interest rate is not determined by reference to the LIBOR Market Index Rate Loan for the remainder of such LIBOR Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any Loan or Competitive Bid LIBOR Market Index Rate Advance 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”)Loan, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower Borrowers that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, Loans or Competitive Bid 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, Loans and the right of the Borrower Borrowers to Convert such Affected Lenders’ portion of convert any Advance to a Eurodollar Rate Advance Committed Loan or Continue such Affected Lenders’ portion of continue any Advance Committed Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance or a Base Rate Advance as to which the interest rate is determined by reference to the LIBOR Market Index Rate Loan shall be suspended and thereafter the Borrower Borrowers may select or request only Base CD Rate Advances as to which the interest rate is not determined by reference to the LIBOR Market Index Loans or Absolute Bid Rate hereunder with respect to such Affected Lenders’ portion of any AdvancesLoans hereunder, and (ii) such Affected Lenders’ portion if any of all Base Rate Advances shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance Loan or a Competitive Bid LIBOR Market Index Rate Advance Loan, as applicable, to the end of the then current Interest Period applicable theretothereto as a LIBOR Rate Loan or Competitive Bid LIBOR Loan, such Affected Lenders’ portion of as applicable, (A) the applicable Advance LIBOR Rate Loan shall immediately be Converted converted to a Base CD Rate Advance as to which the interest rate is not determined by reference to the LIBOR Market Index Rate Loan for the remainder of such Interest PeriodPeriod and (B) the outstanding principal amount and all accrued but unpaid interest on the applicable Competitive Bid LIBOR Loan shall be repaid in full on the date such Lender gives notice as set forth in this Section 4.8(b).

Laws Affecting LIBOR Rate Availability. If any Change Lender reasonably determines, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such Lender has reasonably determined that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance Loan to a Eurodollar LIBOR Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan 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 Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If any Change in Law shall make it unlawful or impossible impossible, or any Governmental Authority has asserted that it is unlawful, for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar Rate Advance, any LIBOR Market Index Rate Advance 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”), or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or take deposits of, Dollars in the London interbank market, then such 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. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make 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 Affected Lenders’ portion of any Advance to a Eurodollar Rate Advance or Continue such Affected Lenders’ portion of any Advance as a Eurodollar Rate Advance, LIBOR Market Index Rate Advance or a Base Rate 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, (ii) such Affected Lenders’ portion of all Base Rate Advances shall cease to be determined by reference to the 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 thereto, such Affected Lenders’ portion of 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 for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance to a Eurodollar Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan 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 Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable theretothereto as a LIBOR Rate Loan, such Affected Lenders’ portion of the applicable Advance LIBOR Rate Loan shall immediately be Converted converted to a Base Rate Advance Loan as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan as to which the interest rate is determined by with reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)Rate, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances or Loans and Base Rate Advances Loans as to which the interest rate is determined by with reference to the LIBOR Market Index Rate, Rate and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance Loan to a Eurodollar LIBOR Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan as to which the interest rate is determined by with reference to the LIBOR Market Index Rate shall be suspended and thereafter the Borrower may select only Base Rate Advances Loans (as to which the interest rate is not determined by reference rates shall be calculated pursuant to clauses (a) and (b) of the LIBOR Market Index Rate hereunder with respect to such Affected Lenders’ portion definition of any Advances“Base Rate”) hereunder, and (ii) such Affected Lenders’ portion if any of all Base Rate Advances shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance Loan or a any Base Rate Loan as to which the interest rate is determined with reference to the LIBOR Market Index Rate Advance to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan (as to which the interest rate is not determined by reference rates shall be calculated pursuant to clauses (a) and (b) of the LIBOR Market Index Rate definition of “Base Rate”) for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Parent Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Parent Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower Borrowers to Convert such Affected Lenders’ portion of convert any Advance to a Eurodollar Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate shall be suspended and thereafter the Borrower Borrowers may select only Base Rate Advances Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable theretothereto as a LIBOR Rate Loan, such Affected Lenders’ portion of the applicable Advance LIBOR Rate Loan shall immediately be Converted converted to a Base Rate Advance Loan as to which the interest rate is not determined by reference without giving effect to clause (iii) of the LIBOR Market Index Rate for the remainder definition of such Interest PeriodBase Rate.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate AdvanceLoan, any LIBOR Market Index Rate Advance Loan, or any Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate AdvancesLoans, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance Loan to a Eurodollar LIBOR Rate Advance Loan or Continue such Affected Lenders’ portion of any Advance as a Eurodollar Rate Advance, LIBOR Market Index Rate Advance Loan or continue any Loan as a LIBOR Rate Loan, a LIBOR Market Index Rate Loan or a Base Rate Advance Loan 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 Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, 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 of the Lenders (or any of their respective Lending Offices) to honor its their obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance 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”)Loan, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR 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, Loans and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance Loan to a Eurodollar Rate Advance or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance or a Base Rate Advance as to which the interest rate is determined by reference to the LIBOR Market Index Rate Loan 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 AdvancesLoans hereunder, and (ii) such Affected Lenders’ portion if any of all Base Rate Advances shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current LIBOR Interest Period applicable theretothereto as a LIBOR Rate Loan, such Affected Lenders’ portion of the applicable Advance LIBOR Rate Loan shall immediately be Converted converted to a Base Rate Advance as to which the interest rate is not determined by reference to the LIBOR Market Index Rate Loan for the remainder of such LIBOR Interest Period.. (c)

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency issued after the date hereof, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Floating Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Loans or Floating Rate Advances or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance Loan to a Eurodollar LIBOR Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Floating Rate Advance Loan 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 Floating Rate Advances Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Floating Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Floating Rate Advance Loan as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If any Change in Law shall make it unlawful or impossible impossible, or any Governmental Authority has asserted that it is unlawful, for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar Rate Advance, any LIBOR Market Index Rate Advance 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”), or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or take deposits of, Dollars in the London interbank market, then such 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. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make 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 Affected Lenders’ portion of any Advance to a Eurodollar Rate Advance or Continue such Affected Lenders’ portion of any Advance as a Eurodollar Rate Advance, LIBOR Market Index Rate Advance or a Base Rate 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, (ii) such Affected Lenders’ portion of all Base Rate Advances shall cease to be determined by reference to the 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 thereto, such Affected Lenders’ portion of 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 for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate AdvanceLoan, any LIBOR Market Index Rate Advance Loan, or any Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate AdvancesLoans, LIBOR Market Index Rate Advances Loans or Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance to a Eurodollar Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate AdvanceLoan, a LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan 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 Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Base Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period.

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Base Rate Advance Loan as to which the interest rate is determined by with reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)Rate, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances or Loans and Base Rate Advances Loans as to which the interest rate is determined by with reference to the LIBOR Market Index Rate, Rate and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance to a Eurodollar Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a Base Rate Advance Loan as to which the interest rate is determined by with reference to the LIBOR Market Index Rate shall be suspended and thereafter the Borrower may select only Base Rate Advances Loans (as to which the interest rate is not determined by reference rates shall be calculated pursuant to clauses (a) and (b) of the LIBOR Market Index Rate hereunder with respect to such Affected Lenders’ portion definition of any Advances“Base Rate”) hereunder, and (ii) such Affected Lenders’ portion if any of all Base Rate Advances shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance Loan or a any Base Rate Loan as to which the interest rate is determined with reference to the LIBOR Market Index Rate Advance to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a Base Rate Advance Loan (as to which the interest rate is not determined by reference rates shall be calculated pursuant to clauses (a) and (b) of the LIBOR Market Index Rate definition of “Base Rate”) for the remainder of such Interest Period.”

Laws Affecting LIBOR Rate Availability. If If, after the date hereof, the introduction of, or any Change change in, any Applicable Law or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders 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 of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurodollar LIBOR Rate Advance, any LIBOR Market Index Rate Advance Loan or any Alternate Base Rate Advance Loan as to which the interest rate is determined by reference to the LIBOR Market Index Rate (such Lenders so affected, the “Affected Lenders”)LIBOR, such Affected Lenders Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Affected Lenders to make their respective portions of Eurodollar LIBOR Rate Advances, LIBOR Market Index Rate Advances Loans or Alternate Base Rate Advances Loans as to which the interest rate is determined by reference to the LIBOR Market Index RateLIBOR, and the right of the Borrower to Convert such Affected Lenders’ portion of convert any Advance to a Eurodollar Rate Advance Loan or Continue such Affected Lenders’ portion of continue any Advance Loan as a Eurodollar LIBOR Rate Advance, LIBOR Market Index Rate Advance Loan or a an Alternate Base Rate Advance Loan 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 Alternate Base Rate Advances Loans 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 Advanceshereunder, (ii) such Affected Lenders’ portion of all Alternate Base Rate Advances Loans shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if such Affected any of the Lenders may not lawfully continue to maintain a Eurodollar LIBOR Rate Advance or a LIBOR Market Index Rate Advance Loan to the end of the then current Interest Period applicable thereto, such Affected Lenders’ portion of the applicable Advance Loan shall immediately be Converted converted to a an Alternate Base Rate Advance Loan as to which the interest rate is not determined by reference to the LIBOR Market Index Rate for the remainder of such Interest Period.