Common use of LIBO Rate Lending Unlawful Clause in Contracts

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentLenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate LoanLoan of a certain type, subject to the provisions of Section 4.11 hereof, the obligations of such Lender all Lenders to make, continue continue, maintain or convert any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender type shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower Borrowers and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the BorrowerBorrower absent manifest error) that the introduction of or any change in or in the interpretation of any law law, rule or regulation makes it unlawful, or any central bank or other Governmental Authority or comparable agency asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, constitute prima facie evidence thereof and shall be conclusive and binding on the BorrowerBorrower absent manifest error) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentLenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate LoanLoan of a certain type, the obligations of such Lender all Lenders to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender type shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Term Loan Borrower and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agentother Lenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, in the absence of manifest error and upon notice thereof to the Borrower Company and the Administrative Agent, be conclusive and binding on the each Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentLenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Term Loan as, or to convert any Term Loan into, a LIBO Rate LoanLoan of a certain type, the obligations of such Lender all Lenders to make, continue continue, maintain or convert any such LIBO Rate Loan Term Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender type shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the BorrowerBorrower absent manifest error) that the introduction of or any change in or in the interpretation of any law law, rule or regulation makes it unlawful, or any Governmental Authority central bank or other governmental authority or comparable agency asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determinationafter the determination thereof, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any the Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentBorrower, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such the Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations obligation of such the Lender to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such the Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentLenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender all Lenders to make, continue continue, maintain or convert any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law law, after the Closing Date, makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determinationafter the determination thereof, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentLenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentLenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine -------------------------- (which determination shall, upon notice thereof to the Borrower and the Administrative AgentLenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender all Lenders to make, continue continue, maintain or convert any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Administrative Borrower and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower Borrowers and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans or in the case of Australian Revolving Loans shall bear interest as set forth in Section 4.2 at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Administrative Borrower and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentBorrowers, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law Applicable Law makes it unlawful, or any central bank or other Governmental Authority Agency asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations obligation of such the Lender to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent and the Borrowers that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower Borrowers and the Administrative AgentLenders, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.automatically

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower Parent and the Administrative AgentLenders, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate LoanLoan of a certain type, the obligations of such Lender all Lenders to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Paying Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender type shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine -------------------------- (which determination shall, upon notice thereof to the Borrower and the Administrative AgentLenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender all Lenders to make, continue continue, maintain or convert any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall in good faith determine (which determination shall, upon notice thereof to the Borrower Borrowers and the Administrative AgentLenders, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate LoanLoan of a certain type, the obligations obligation of such Lender to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender type shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentLenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate LoanLoan of a certain type, the obligations of such Lender all Lenders to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Facility Agent that 50 57 the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender type shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Administrative Borrower and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any the Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentBorrower, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such the Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate LoanLoan of a certain type, the obligations of such the Lender to make, continue continue, maintain or convert any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such the Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender type shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which -------------------------- determination shall, upon notice thereof to the Borrower and the Administrative AgentBorrower, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, unlawful for such Lender to make make, continue or continue maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan Revolving Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent determine that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such of Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentU.S. Borrower, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender the Lenders to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent U.S. Borrower that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any the Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentBorrowers, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law Applicable Law makes it unlawful, or any central bank or other Governmental Authority Agency asserts that it is unlawful, for such the Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations obligation of such the Lender to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such the Lender shall notify the Administrative Agent Borrowers that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower Royalty Sub and the Administrative Agent, be conclusive and binding on the BorrowerRoyalty Sub) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower Borrowers and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law Applicable Law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan Loans as, or to convert any Loan Loans into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law Applicable Law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower Borrowers and the Administrative Agent, be conclusive and binding on the each Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive prima facie evidence thereof and shall be binding on the Borrower, absent manifest error) that the introduction of or any change in or in the interpretation of any law after the Closing Date makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower Borrowers and the Administrative AgentLenders, be conclusive and binding on the each Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender all Lenders to make, continue continue, maintain or convert any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine in good faith (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Term Loan as, or to convert any Term Loan into, a LIBO Rate Term Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Term Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Term Loans payable to such Lender shall automatically convert into Base Rate Term Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower USAM and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law Applicable Law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan Loans as, or to convert any Loan Loans into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law Applicable Law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine -------------------------- (which determination shall, upon notice thereof to the Borrower and the Administrative AgentLenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate LoanLoan of a certain type, the obligations of such Lender all Lenders to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender type shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine -------------------------- (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or that any Governmental Authority asserts has asserted that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Alternate Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine -------------------------- (which determination shall, upon notice thereof to the Borrower Borrowers and the Administrative AgentLenders, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender all Lenders to make, continue continue, maintain or convert any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agentother Lenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender all Lenders to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentBorrower, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender the Lenders to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative AgentLenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Regulatory Authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto thereto, or sooner, sooner if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower Borrowers and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determinationafter the determination thereof, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Administrative Agent, the Borrower and the Administrative Agentother Lenders, be conclusive and binding on the BorrowerObligors) that the introduction of or any change in in, or in the interpretation of of, any law makes it unlawful, or any central bank or other Governmental Authority Instrumentality asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan shall, upon such determinationnotification, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto thereto, or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender -------------------------- shall determine (which determination shall, upon notice thereof to the Borrower Parent and the Administrative AgentLenders, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate LoanLoan of a certain type, the obligations of such Lender all Lenders to make, continue continue, maintain or convert into any such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to of such Lender type shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower Administrative Agent, the Borrowers and the Administrative Agentother Lenders, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in in, or in the interpretation of of, any law makes it unlawful, or any central bank or other Governmental Authority Instrumentality asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto thereto, or sooner, if required by such law or assertion.

LIBO Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Administrative Agent, the Borrower and the Administrative Agentother Lenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts that it is unlawful, for such Lender to make make, continue or continue maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue continue, maintain or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto thereto, or sooner, if required by such law or assertion.