Common use of LIBO Rate Lending Unlawful Clause in Contracts

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 any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a 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 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. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

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 central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or continue, maintain or to convert any Revolving Loan into, a Loans as or to 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 existexist (with the date of such notice being the "Reinstatement Date"), and (a) all outstanding LIBO Rate Loans of previously made by 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. Each assertion and (b) all Loans thereafter made by such Lender agrees to promptly give notice and outstanding prior to the Administrative Agent and Reinstatement Date shall be made as Base Rate Loans, with interest thereon being payable on the Borrower when same date that interest is payable with respect to the circumstances causing such suspension cease to existcorresponding Borrowing of LIBO Rate Loans made by Lenders not so affected.

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 central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a 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 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. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the Borrower WWI and the Administrative AgentLenders, be conclusive and binding on the BorrowerWWI) 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 governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or continue, maintain or to convert any Revolving Loan into, a Loans as 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 existexist (with the date of such notice being the "Reinstatement Date"), and (i) all outstanding LIBO Rate Loans of previously made by 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. Each assertion and (ii) all Loans thereafter made by such Lender agrees to promptly give notice and outstanding prior to the Administrative Agent and Reinstatement Date shall be made as Base Rate Loans, with interest thereon being payable on the Borrower when the circumstances causing such suspension cease same date that interest is payable with respect to existcorresponding Borrowing of LIBO Rate Loans made by Lenders not so affected.

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 any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a 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 of such Lender shall automatically convert into Base Rate Loans at the end of the then then-current Interest Periods with respect thereto or sooner, if required by such law or assertion. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the Borrower WWI and the Administrative AgentLenders, be conclusive and binding on the BorrowerWWI) 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 governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or continue, maintain or to convert any Revolving Loan into, a Loans as 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 existexist (with the date of such notice being the "REINSTATEMENT DATE"), and (i) all outstanding LIBO Rate Loans of previously made by 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. Each assertion and (ii) all Loans thereafter made by such Lender agrees to promptly give notice and outstanding prior to the Administrative Agent and Reinstatement Date shall be made as Base Rate Loans, with interest thereon being payable on the Borrower when the circumstances causing such suspension cease same date that interest is payable with respect to existcorresponding Borrowing of LIBO Rate Loans made by Lenders not so affected.

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 central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or continue, maintain or to convert any Revolving Loan into, a Loans as 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 existexist (with the date of such notice being the "REINSTATEMENT DATE"), and (i) all outstanding LIBO Rate Loans of previously made by 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. Each assertion and (ii) all Loans thereafter made by such Lender agrees to promptly give notice and outstanding prior to the Administrative Agent and Reinstatement Date shall be made as Base Rate Loans, with interest thereon being payable on the Borrower when the circumstances causing such suspension cease same date that interest is payable with respect to existcorresponding Borrowing of LIBO Rate Loans made by Lenders not so affected.

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 central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or continue, maintain or to convert any Revolving Loan into, a Loans as 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 existexist (with the date of such notice being the “Reinstatement Date”), and (i) all outstanding LIBO Rate Loans of previously made by 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. Each assertion and (ii) all Loans thereafter made by such Lender agrees to promptly give notice and outstanding prior to the Administrative Agent and Reinstatement Date shall be made as Base Rate Loans, with interest thereon being payable on the Borrower when the circumstances causing such suspension cease same date that interest is payable with respect to existcorresponding Borrowing of LIBO Rate Loans made by Lenders not so affected.

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 of, or any change in or in the interpretation of of, any law makes it unlawful, or any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain any Loan as, or to convert any Revolving Loan into, a 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 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. Each assertion and all Loans of such Lender agrees to promptly give notice to that would otherwise have been made or continued as, or converted into, LIBO Rate Loans shall instead be made as or converted into, or continued as, Base Rate Loans upon which interest shall be payable (i) in the Administrative Agent case of Revolving Loans, at the same time as the related LIBO Rate Loans and (ii) in the Borrower when case of Competitive Bid Loans, on the circumstances causing such suspension cease to existCompetitive Bid Loan Interest Payment Date with respect thereto.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the Borrower Borrowers and the Administrative AgentAgents, 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 central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, make or continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent Agents that the circumstances causing such suspension no longer exist, and (a) all outstanding LIBO Rate Loans of denominated in Dollars 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. Each Lender agrees to promptly give notice to assertion , and (b) all LIBO Rate Loans denominated in any Alternate Currency shall automatically become due and payable at the Administrative Agent and end of the Borrower when the circumstances causing such suspension cease to existthen current Interest Periods with respect thereto or sooner, if required by applicable law.

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 governmental authority or comparable agency asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or continue, maintain or to convert any Revolving Loan into, a LIBO Rate Loan such 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 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. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

LIBO Rate Lending Unlawful. If any Lender shall reasonably 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 law, in each case after the date upon which such Lender shall have become a Lender under the Existing Credit Agreement or hereunder, makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, make or continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a 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 of 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. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

LIBO Rate Lending Unlawful. If after the Restatement Effective Date 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 central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or continue, maintain or to convert any Revolving Loan into, a Loans as 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 existexist (with the date of such notice being the “Reinstatement Date”), and (i) all outstanding LIBO Rate Loans of previously made by 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. Each assertion and (ii) all Loans thereafter made by such Lender agrees to promptly give notice and outstanding prior to the Administrative Agent and Reinstatement Date shall be made as Base Rate Loans, with interest thereon being payable on the Borrower when the circumstances causing such suspension cease same date that interest is payable with respect to existcorresponding Borrowing of LIBO Rate Loans made by Lenders not so affected.

LIBO Rate Lending Unlawful. If any Lender shall reasonably 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 central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, make or continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a 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 (i) outstanding LIBO Rate Loans of denominated in Dollars 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. Each Lender agrees to promptly give notice to assertion and (ii) all LIBO Rate Loans denominated in Euros shall automatically become due and payable at the Administrative Agent and end of the Borrower when the circumstances causing such suspension cease to existthen current Interest Periods with respect thereto or sooner, if required by applicable law.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the Borrower Borrower, the Administrative Agent 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 central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or continue, maintain or to convert into any Revolving Loan into, a LIBO Rate Loan such 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. Upon receipt of such notice, and the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all outstanding LIBO Rate Loans of such Lender shall automatically convert into to Base Rate Loans at Loans, either on the end last day of the then current Interest Periods with respect thereto or soonerPeriod therefor, if required by such law Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or assertion. Each immediately, if such Lender agrees may not lawfully continue to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing maintain such suspension cease to exist.LIBO Rate Loans..

LIBO Rate Lending Unlawful. If any Lender shall reasonably Lender, including the Fronting Lender, will determine (which determination shallwill, 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 central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender Lender, including the Fronting Lender, to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender the Lenders, including the Fronting Lender, to make, continue or continue, maintain or to convert into any Revolving Loan intosuch Loans, a LIBO Rate Loan shallwill, upon such determination, forthwith be suspended until such Lender shall Lender, including the Fronting Lender, will notify the Administrative Agent Borrower that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans of such Lender shall will 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. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the Borrower and Borrower, the Administrative AgentAgent and each other Lender, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation by any Government Agency of any law makes it unlawful, or any central bank or other Governmental Authority Government Agency asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, as a LIBO Rate Loan, the obligations of such Lender all Lenders to make, continue or maintain or to convert any Revolving Loan into, a such LIBO Rate Loan Loans shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrower, the Administrative Agent and each other Lender, that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans of such Lender shall automatically convert into Base Reference Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion. Each ; provided, that if circumstances subsequently change so a Lender agrees shall not continue to promptly give be so affected, the Administrative Agent shall, by notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease Borrower, reinstate its obligations to existmake, maintain or continue Loans as LIBO Rate Loans.

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 law, rule or regulation makes it unlawful, or any central bank or other Governmental Authority governmental authority or comparable agency asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or continue, maintain or to convert any Revolving Loan intosuch Loans shall, a LIBO unless replaced by Money Market Absolute Rate Loan shallLoans, 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 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. Each Lender agrees to promptly give notice In the case of Offshore Currency Loans, the Borrowing shall be in an aggregate amount equal to the Administrative Agent Dollar Equivalent amount of the Offshore Currency Loan, and shall be redenominated and converted into Revolving Loans in Dollars as of the Borrower when last day of the circumstances causing related Interest Period for such suspension cease Offshore Currency Loan, subject to existthe provisions of Section 2.4 hereof.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the Borrower Borrower, the Administrative Agent and the Administrative Agentother Lenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation by any governmental or other regulatory authority charged with the administration thereof of any law makes it unlawful, or any central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender all Lenders to make, continue or continue, maintain or to convert into any Revolving Loan into, a such LIBO Rate Loan Loans shall, upon such determination, -50- 58 forthwith be suspended until such Lender shall notify the Administrative Agent and the Borrower that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans 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. Each ; provided that if circumstances subsequently change so that such Lender agrees shall not continue to promptly give be so affected, such Lender shall by notice to the Administrative Agent and the Borrower when the circumstances causing reinstate such suspension cease obligations to existmake, convert, maintain or continue loans as, or into, LIBO Rate Loans.

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 central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or continue, maintain or to convert any Revolving Loan into, a 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 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. Each Lender agrees to promptly give Before giving any notice to the Administrative Agent Borrower and the Borrower when Lenders pursuant to this Section, such Lender shall designate a different lending office if such designation will avoid the circumstances causing need for giving such suspension cease notice and will not, in the judgment of such Lender, be otherwise disadvantageous to existsuch Lender.

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 BorrowerBorrower absent demonstrable error) 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, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a 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 (which notice the Administrative Agent shall give promptly upon the applicable circumstances ceasing to exist), and all outstanding LIBO Rate Loans 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. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

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 central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a LIBO Rate Loan of a certain type, subject to the provisions of Section ------- 4.11 hereof, the obligations of all Lenders to make, continue, maintain or ---- convert any such 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 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. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

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 any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a 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 of such Lender shall automatically convert into Base Rate Loans at the end of the then then-current Interest Periods with respect thereto or sooner, if required by such law or assertion. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the U.S. Borrower and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers in the absence of manifest error) 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 or continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a 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 (a) all outstanding LIBO Rate Loans of such Lender denominated in Dollars 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. Each Lender agrees to promptly give notice to , and (b) all LIBO Rate Loans denominated in any Other Currency shall automatically become due and payable at the Administrative Agent and end of the Borrower when the circumstances causing such suspension cease to existthen current Interest Periods with respect thereto or sooner, if required by applicable law.

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 central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or continue, maintain or to convert any Revolving Loan into, a Loans as or to 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 existexist (with the date of such notice being the "REINSTATEMENT DATE"), and (a) all outstanding LIBO Rate Loans of previously made by 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. Each assertion and (b) all Loans thereafter made by such Lender agrees to promptly give notice and outstanding prior to the Administrative Agent and Reinstatement Date shall be made as Base Rate Loans, with interest thereon being payable on the Borrower when same date that interest is payable with respect to the circumstances causing such suspension cease to existcorresponding Borrowing of LIBO Rate Loans made by Lenders not so affected.

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 any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, (a) the obligations of such Lender to make, continue or continue, maintain or to convert any Revolving Loan into, a 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, (b) thereafter, the Borrower may select only Base Rate Loans from such Lender hereunder, and (c) if any of the Lenders may not lawfully continue to maintain a LIBO Rate Loan to the end of the current Interest Period applicable thereto as a LIBO Rate Loan, all outstanding LIBO Rate Loans 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. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

LIBO Rate Lending Unlawful. If any Lender the Required Lenders 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 central bank or other Governmental Authority governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Revolving Term Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Term Loan into, a LIBO Rate Loan of a certain type, the obligations of all Lenders to make, continue, maintain or convert any such Term Loans shall, upon such determination, forthwith be suspended until such Lender the Required Lenders shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans 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. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the Borrower Borrowers and the Administrative AgentAgents, 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 central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, make or continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent Agents that the circumstances causing such suspension no longer exist, and (a) all outstanding LIBO Rate Loans of denominated in Dollars 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. Each Lender agrees to promptly give notice to , and (b) all LIBO Rate Loans denominated in any Alternate Currency shall automatically become due and payable at the Administrative Agent and end of the Borrower when the circumstances causing such suspension cease to existthen current Interest Periods with respect thereto or sooner, if required by applicable law.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the U.S. 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 central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, make or continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a 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 (a) all outstanding LIBO Rate Loans of such Lender denominated in Dollars 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. Each Lender agrees to promptly give notice to , and (b) all LIBO Rate Loans denominated in any Other Currency shall automatically become due and payable at the Administrative Agent and end of the Borrower when the circumstances causing such suspension cease to existthen current Interest Periods with respect thereto or sooner, if required by applicable law.

LIBO Rate Lending Unlawful. If any Lender shall reasonably 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 law, in each case after the date upon which such Lender shall have become a Lender hereunder, makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, make or continue or maintain any Revolving Second-Lien Loan as, or to convert any Revolving Second-Lien Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a 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 of 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. Each Lender agrees to promptly give notice to the Administrative Agent and the Borrower when the circumstances causing such suspension cease to exist.

LIBO Rate Lending Unlawful. If any Lender shall reasonably determine (which determination shall, upon notice thereof to the U.S. Borrower and the Administrative Agent, be conclusive and binding on the Borrowerxx xxxxxxxxxx xxx xxxxxxx xx xxx Xxxxxxxxx) that the introduction xxxx xxx xxxxxxxxxion 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 or continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a 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 (a) all outstanding LIBO Rate Loans of such Lender denominated in Dollars 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. Each Lender agrees to promptly give notice to , and (b) all LIBO Rate Loans denominated in any Other Currency shall automatically become due and payable at the Administrative Agent and end of the Borrower when the circumstances causing such suspension cease to existthen current Interest Periods with respect thereto or sooner, if required by applicable law.

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 any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, make or continue or maintain any Revolving Loan as, or to convert any Revolving Loan into, a LIBO Rate Loan, and/or to make or maintain any Competitive Bid Loans based on a LIBOR Auction, the obligations of such Lender to make, continue or maintain or to convert any Revolving Loan into, a such LIBO Rate Loan and/or Competitive Bid Loans based on a LIBOR Auction 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 (a) LIBO Rate Loans of 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. Each Lender agrees to promptly give notice to assertion and (b) Competitive Bid Loans based on a LIBOR Auction shall automatically become due and payable on the Administrative Agent and the Borrower when the circumstances causing date of such suspension cease to existdetermination.