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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or 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 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 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 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 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 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 as to which the interest rate is determined without giving effect to clause (c) of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall control.

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 of the Lenders Bank (or any of their respective Lending Officeslending offices by which its eurodollar loans are made) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders Banks (or any of their respective Lending Officeslending offices by which its eurodollar loans are made) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined by reference to LIBORLoan, such Lender Bank shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Parent Borrower and the other LendersBanks. Thereafter, until the Administrative Agent notifies the Parent Borrower that such circumstances no longer exist, (i) the obligations of the Lenders such Bank 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 Borrowers 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 be suspended and thereafter the Borrowers may select only Base any request for a LIBOR Loan (or to convert a Prime Rate Loans Loan to a LIBOR Loan with respect to such Bank's Commitment Percentage of such Loan or to continue a LIBOR Loan for an additional Interest Period) shall, as to which such Bank, be deemed a request for a Prime Rate Loan (or a request to convert a LIBOR Loan to a Prime Rate Loan or a request to continue a Prime Rate Loan as the interest rate is not determined by reference to LIBOR hereundercase may be), and (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders Banks may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, such Bank's Commitment Percentage of the applicable LIBOR Rate Loan shall immediately be converted to a Base Prime Rate Loan as to which for the interest rate is determined without giving effect to clause (c) remainder of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan as to which the determine 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 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 Lenders to make LIBOR Rate Loans or Base Convert any Loan to a LIBOR Rate Loans as to which the interest rate is determined by reference to LIBORLoan, and the right of the Borrowers Borrower to convert borrow any Loan or continue any Loan as a LIBOR Rate Loan or Convert any Loan to a LIBOR Rate Loan, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loan as to which Loans the interest rate on which is determined by reference to the LIBOR shall be suspended and thereafter component of the Borrowers may select only Base Rate, the interest rate on Base Rate Loans as of such Lender shall, if necessary to which avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Base Rate. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), Convert all LIBOR Rate Loans of such Lender to Base Rate Loans (the interest rate is not determined by reference to LIBOR hereunder, (ii) all on which Base Rate Loans shall cease of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR and (iii) if any Rate component of the Lenders Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain a such LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan as to which the interest rate is determined without giving effect to clause (c) of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlLoans.

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 of the Lenders Lender (or any of their respective Lending Officesthe Lender’s Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders Lender (or any of their respective Lending Officesthe Lender’s Office) to honor its obligations hereunder to make or maintain any LIBOR Eurodollar Rate Loan or any Base Rate Loan Loan, as applicable, as to which the interest rate is determined by reference to LIBORthe Eurodollar Rate, such the 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 LendersBorrower. Thereafter, until the Administrative Agent Lender notifies the Parent Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Eurodollar Rate Loans or any Base Rate Loans Loan, as applicable, as to which the interest rate is determined by reference to LIBOR, the Eurodollar Rate and the right of the Borrowers Borrower to convert any Loan to a Eurodollar Rate Loan or continue any Loan as a LIBOR Eurodollar Rate Loan or a Base Rate Loan Loan, as applicable, as to which the interest rate is determined by reference to LIBOR the Eurodollar Rate, shall be suspended and thereafter the Borrowers Borrower may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR the Eurodollar Rate hereunder, (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR the Eurodollar Rate, and (iii) if any of the Lenders Lender may not lawfully continue to maintain a LIBOR Eurodollar Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Eurodollar Rate Loan, the applicable LIBOR Eurodollar Rate Loan shall immediately be converted to a Base Rate Loan Loan, as to which the interest rate is not determined without giving effect by reference to clause (c) the Eurodollar Rate for the remainder of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined by reference to LIBORCompetitive Bid LIBOR Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Parent Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Parent Borrower Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Base Rate Competitive Bid LIBOR Loans as to which the interest rate is determined by reference to LIBOR, and the right of the Borrowers to convert any Committed Loan or continue any Committed 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 Borrowers may select or request only Base CD Rate Loans as to which the interest rate is not determined by reference to LIBOR or Absolute Bid Rate Loans hereunder, and (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan or Competitive Bid LIBOR Loan, as applicable, to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan or Competitive Bid LIBOR Loan, as applicable, (A) the applicable LIBOR Rate Loan shall immediately be converted to a Base CD Rate Loan for the remainder of such Interest Period 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 to which the interest rate is determined without giving effect to clause (c) of the definition of Base Rate. To the extent of any conflict between set forth in this Section 5.8(b) and Section 5.16, Section 5.16 shall control4.8(b).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or If 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 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 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 Loan Advance or any Base Rate Loan Advance as to which the interest rate is determined by reference to LIBORthe 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 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 Rate Advances, LIBOR Market Index Rate Loans Advances or Base Rate Loans Advances as to which the interest rate is determined by reference to LIBORthe LIBOR Market Index Rate, and the right of the Borrowers Borrower to convert Convert such Affected Lenders’ portion of any Loan Advance to a Eurodollar Rate Advance or continue Continue such Affected Lenders’ portion of any Loan Advance as a Eurodollar Rate Advance, LIBOR Market Index Rate Loan Advance or a Base Rate Loan Advance as to which the interest rate is determined by reference to the LIBOR Market Index Rate shall be suspended and thereafter the Borrowers Borrower may select only Base Rate Loans Advances as to which the interest rate is not determined by reference to the LIBOR hereunderMarket Index Rate hereunder with respect to such Affected Lenders’ portion of any Advances, (ii) such Affected Lenders’ portion of all Base Rate Loans Advances shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if any of the such Affected Lenders may not lawfully continue to maintain a Eurodollar Rate Advance or a LIBOR Market Index Rate Loan Advance to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, such Affected Lenders’ portion of the applicable LIBOR Rate Loan Advance shall immediately be converted Converted to a Base Rate Loan Advance as to which the interest rate is not determined without giving effect by reference to clause (c) the LIBOR Market Index Rate for the remainder of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined by with reference to LIBORthe LIBOR Rate, such 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 Lenders to make LIBOR Rate Loans or and Base Rate Loans as to which the interest rate is determined by with reference to LIBOR, the LIBOR Rate and the right of the Borrowers 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 with reference to the LIBOR Rate shall be suspended and thereafter the Borrowers Borrower may select only Base Rate Loans (as to which the interest rate is not determined by reference rates shall be calculated pursuant to LIBOR clauses (a) and (b) of the definition of “Base Rate”) hereunder, and (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a or any Base Rate Loan as to which the interest rate is determined without giving effect with reference to clause the LIBOR Rate to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan (cas to which the interest rates shall be calculated pursuant to clauses (a) and (b) of the definition of “Base Rate. To ”) for the extent remainder of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 of the Lenders Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined by reference to LIBORLoan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Parent Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Parent Borrower Borrowers that such circumstances no longer exist (which notification shall be given as soon as practicable, but in any event not later than thirty (30) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), (i) the obligations of the Lenders to make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, 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 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 hereunderLoans, (ii) all Sterling Base Rate Loans, Canadian Base Rate Loans, or German Base Rate Loans shall cease to be determined by reference to LIBOR hereunder, as applicable, and (iiiii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan, Sterling Base Rate Loan, Canadian Base Rate Loan or German Base Rate Loan, as to which applicable, for the interest rate is determined without giving effect to clause (c) remainder of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or 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 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 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 Borrowers 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 be suspended and thereafter the Borrowers 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 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 as to which the interest rate is not determined without giving effect by reference to clause (c) LIBOR for the remainder of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan as to which the interest rate is determined by with reference to LIBORthe LIBOR Rate, such 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 Lenders to make LIBOR Rate Loans or and Base Rate Loans as to which the interest rate is determined by with reference to LIBOR, the LIBOR Rate and the right of the Borrowers 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 with reference to the LIBOR Rate shall be suspended and thereafter the Borrowers Borrower may select only Base Rate Loans (as to which the interest rate is not determined by reference rates shall be calculated pursuant to LIBOR clauses (a) and (b) of the definition of “Base Rate”) hereunder, and (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a or any Base Rate Loan as to which the interest rate is determined without giving effect with reference to clause the LIBOR Rate to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan (cas to which the interest rates shall be calculated pursuant to clauses (a) and (b) of the definition of “Base Rate. To ”) for the extent remainder of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or 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 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 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 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 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 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 as to which the interest rate is determined without giving effect to clause (ciii) of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall control.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or If 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 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 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 LIBOR Eurodollar Rate Loan Advance or any Base Rate Loan Advance as to which the interest rate is determined by reference to LIBORthe 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 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 LIBOR their respective portions of Eurodollar Rate Loans Advances or Base Rate Loans Advances as to which the interest rate is determined by reference to LIBORthe LIBOR Market Index Rate, and the right of the Borrowers Borrower to convert Convert such Affected Lenders’ portion of any Loan Advance to a Eurodollar Rate Advance or continue Continue such Affected Lenders’ portion of any Loan Advance as a LIBOR Eurodollar Rate Loan Advance or a Base Rate Loan Advance as to which the interest rate is determined by reference to the LIBOR Market Index Rate shall be suspended and thereafter the Borrowers Borrower may select only Base Rate Loans Advances as to which the interest rate is not determined by reference to the LIBOR hereunderMarket Index Rate hereunder with respect to such Affected Lenders’ portion of any Advances, (ii) such Affected Lenders’ portion of all Base Rate Loans Advances shall cease to be determined by reference to the LIBOR Market Index Rate and (iii) if any of the such Affected Lenders may not lawfully continue to maintain a LIBOR Eurodollar Rate Loan Advance to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, such Affected Lenders’ portion of the applicable LIBOR Rate Loan Advance shall immediately be converted Converted to a Base Rate Loan Advance as to which the interest rate is not determined without giving effect by reference to clause (c) the LIBOR Market Index Rate for the remainder of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan 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 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 Lenders to make LIBOR Rate Loans, 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 Borrowers Borrower to convert any Loan to a LIBOR Rate Loan or a LIBOR Market Index Rate Loan or continue any Loan as a LIBOR Rate Loan, a LIBOR Market Index 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 Borrowers 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 LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan as to which the interest rate is not determined without giving effect by reference to clause (c) LIBOR for the remainder of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base CDOR Rate Loan Loan, as to which the interest rate is determined by reference to LIBORapplicable, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Parent Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Parent Borrower Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Base CDOR Rate Loans Loans, as to which the interest rate is determined by reference to LIBORapplicable, and the right of the Borrowers to convert any Loan to a LIBOR Rate Loan or CDOR Rate Loan or continue any Loan as a LIBOR Rate Loan or a Base CDOR Rate Loan Loan, as to which the interest rate is determined by reference to LIBOR applicable, shall be suspended and thereafter the Borrowers may select only Base Rate Loans or Canadian Prime Rate Loans, as to which the interest rate is not determined by reference to LIBOR applicable, hereunder, (ii) all Base Rate Loans and Canadian Prime Rate Loans shall cease to be determined by reference to LIBOR or CDOR, respectively, and (iii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan or CDOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan or a Canadian Prime Rate Loan as to which the interest rate is not determined without giving effect by reference to clause (c) LIBOR or CDOR, respectively, for the remainder of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 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 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 LIBOR Rate Loan or any Base 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 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 Lenders to make LIBOR Rate Loans or Base Floating Rate Loans as to which the interest rate is determined by reference to LIBOR, and the right of the Borrowers Borrower to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan or a Base Floating Rate Loan as to which the interest rate is determined by reference to LIBOR shall be suspended and thereafter the Borrowers Borrower may select only Base Floating Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (ii) all Base Floating Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Floating Rate Loan as to which the interest rate is not determined without giving effect by reference to clause (c) LIBOR for the remainder of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest Period.

Laws Affecting LIBOR Rate Availability. IfIf any Lender reasonably determines, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or 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 Parent Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Parent Borrower that such Lender has reasonably determined that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, and the right of the Borrowers 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 Borrowers 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 LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan as to which the interest rate is not determined without giving effect by reference to clause (c) LIBOR for the remainder of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 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 of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan or Canadian Base Rate Loan as to which the interest rate is determined by reference to LIBOR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Parent Borrower Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Parent Borrower Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans or Base Rate Loans or Canadian Base Rate Loans as to which the interest rate is determined by reference to LIBOR, and the right of the 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 be suspended and thereafter the Borrowers may select only Base Rate Loans and Canadian Base Rate Loans, as applicable, as to which the interest rate is not determined by reference to LIBOR hereunder, (ii) all Base Rate Loans and all Canadian Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan or a Canadian Base Rate Loan, as applicable, as to which the interest rate is not determined without giving effect by reference to clause (c) LIBOR for the remainder of the definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch Interest 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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan or any Base Rate Loan or Canadian Base Rate Loan as to which the interest rate is determined by reference to LIBOR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Parent US Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Parent US Borrower that such circumstances no longer exist, (i) the obligations of the Lenders such Lender to make LIBOR Rate Loans or Base Rate Loans or Canadian Base Rate Loans as to which the interest rate is determined by reference to LIBOR, and the right of the Borrowers to convert any Loan by such Lender to a LIBOR Rate Loan or continue any Loan by such Lender as a LIBOR Rate Loan or a Base Rate Loan or a Canadian Base Rate Loan as to which the interest rate is determined by reference to LIBOR shall be suspended and thereafter the Borrowers applicable Borrower may select only Base Rate 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 LIBOR hereunder, (ii) all Base Rate Loans and all Canadian Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loanthereto, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan or a Canadian Base Rate Loan, as applicable, as to which the interest rate is not determined without giving effect by reference to clause (c) LIBOR 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 definition need for such notice and will not, in the good faith judgment of Base Ratesuch Lender, otherwise be materially disadvantageous to such Lender. To the extent of Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by such Lender in connection with any conflict between this Section 5.8(b) and Section 5.16, Section 5.16 shall controlsuch designation or assignment.