Common use of Laws Affecting LIBOR Rate Availability Clause in Contracts

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Authority, central bank or comparable agency, shall make it unlawful for any Lender (or its Lending Office) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Before giving any notice to the Administrative Agent pursuant to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such day.

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

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

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

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

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

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate LoanLoan or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, such Lender and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to LIBOR shall designate be suspended and thereafter the Borrower may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either as to which the interest rate is determined without giving effect to clause (aiii) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion definition of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayBase Rate.

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

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

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

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

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

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

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

Laws Affecting LIBOR Rate Availability. If, after the date hereofof this Agreement, the adoption or introduction of, or any change in, any Applicable Law applicable law, rule or any change regulation or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency governmental authority charged with the interpretation or administration thereof, or compliance by any Lender of the Lenders (or any of their respective Eurodollar Lending Offices) with any request or directive (whether or not having the force of law) of any such Authority, central bank or comparable agencyauthority, shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Eurodollar Lending OfficeOffices) to honor its obligations hereunder to make or maintain any Advance which bears interest at or by reference to the LIBOR Rate LoanRate, such Lender shall promptly forthwith give notice thereof to the Administrative Agent Borrower and the Administrative Agent shall promptly give notice to the Borrower and the other LendersAgent. Before giving any notice to the Administrative Agent pursuant to this Section 3.8Thereafter, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, shall automatically be converted to a Base Rate Loan on either (a) the last day obligations of the then current Interest Period applicable Lenders to such affected make Advances which bear interest at or by reference to the LIBOR Rate Loan and the right of the Borrower to convert an Advance into or refund an Advance as an Advance which bears interest at or by reference to the LIBOR Rate shall be suspended and thereafter only the Base Rate shall be available, and (b) if such Lender any of the Lenders may not lawfully Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. continue to maintain and fund its portion of such an Advance which bears interest at or by reference to the LIBOR Rate Loan Rate, the applicable Advance shall immediately be converted to such date an Advance which bears interest at or (b) immediately if such Lender may not lawfully continue by reference to fund and maintain its portion of such affected LIBOR Rate Loan to such daythe Base Rate.

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

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

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

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

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

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

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

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

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

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

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

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate LoanLoan or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Company and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Company that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans, such Lender and the right of the Borrowers to convert any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan shall designate be suspended and thereafter the Borrowers may select only Base Rate Loans, (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in end of the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained hereinthen current Interest Period applicable thereto, the then outstanding principal amount of such Lender's Commitment Percentage of each affected LIBOR Rate Loan, together with accrued interest thereon, applicable Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such day.Interest Period. 3.03

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

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case of clauses (x) and (y), regardless of the date enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its their obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Company and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Company that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans and the right of the Borrowers to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrowers may select only Base Rate Loans hereunder, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current LIBOR Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate LoanLoan or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Parent Borrower and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Parent Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR, such Lender and the right of the Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan or a Base Rate Loan as to which the interest rate is determined by reference to LIBOR shall designate be suspended and thereafter the Borrowers may select only Base Rate Loans as to which the interest rate is not determined by reference to LIBOR hereunder, (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR and (iii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either as to which the interest rate is determined without giving effect to clause (ac) the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain definition of Base Rate. To the extent of any conflict between this Section 5.8(b) and fund its portion of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such daySection 5.16, Section 5.16 shall control.

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

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such 39 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its their obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other LendersLenders by telecopier (or by telephone promptly confirmed by telecopier). Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower and the other Lenders by telecopier (or by telephone promptly confirmed by telecopier) that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day remainder of the then current such Interest Period applicable and the Borrower shall pay any amount required to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such daybe paid under Section 5.9 hereof.

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

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

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

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

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrowers that such circumstances no longer exist (which notification shall be given as soon as practicable, but in any event not later than thirty (30) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), (i) the obligations of the Lenders to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected make LIBOR Rate Loan, together with accrued interest thereon, Loans and the right of the Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall automatically be converted to a suspended and thereafter the Borrowers may select only Base Rate Loans, Sterling Base Rate Loans, or Canadian Base Rate Loans hereunder, as applicable, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan on either (a) to the last day end of the then current Interest Period applicable to such affected thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan if such Lender may lawfully continue shall immediately be converted to maintain and fund its portion a Base Rate Loan, Sterling Base Rate Loan or Canadian Base Rate Loan, as applicable, for the remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

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

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Change in Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such CHAR2\1566724v8 Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to this Section 3.8make LIBOR Rate Loans and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder under the Dollar Tranche (and with no availability under the Designated Currency Tranche), such Lender shall designate and (ii) if any of the Lenders may not lawfully continue to maintain a different lending office if such designation will avoid LIBOR Rate Loan to the need for giving such notice and will not, in the reasonable judgment end of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected current Interest Period applicable thereto as a LIBOR Rate Loan, together with accrued interest thereon, the applicable LIBOR Rate Loan shall automatically immediately be converted to a Base Rate Loan on either (a) for the last day of the then current Interest Period applicable to such affected LIBOR Rate Loan if such Lender may lawfully continue to maintain and fund its portion remainder of such LIBOR Rate Interest Period, and the applicable Loan under the Designated Currency Tranche shall either be repaid or converted to a Loan in a different Foreign Currency (assuming such date or (b) immediately if such Lender may different Foreign Currency is not lawfully continue subject to fund and maintain its portion the same type of such affected LIBOR Rate Loan to such dayissue as the original Foreign Currency).

Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender of the Lenders (or its any of their respective Lending OfficeOffices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders. Before giving any notice to Thereafter, until the Administrative Agent pursuant notifies the Borrowers that such circumstances no longer exist (which notification shall be given as soon as practicable, but in any event not later than thirty (30) days after the Administrative Agent obtains actual knowledge that such circumstances no longer exist), (i) the obligations of the Lenders to this Section 3.8, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained herein, the then outstanding principal amount of such Lender's Commitment Percentage of each affected make LIBOR Rate Loan, together with accrued interest thereon, Loans and the right of the Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall automatically be converted to a suspended and thereafter the Borrowers may select only Base Rate Loans, Sterling Base Rate Loans, Canadian Base Rate Loans, or German Base Rate Loans hereunder, as applicable, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan on either (a) to the last day end of the then current Interest Period applicable to such affected thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan if such Lender may lawfully continue shall immediately be converted to maintain and fund its portion a Base Rate Loan, Sterling Base Rate Loan, Canadian Base Rate Loan or German Base Rate Loan, as applicable, for the remainder of such LIBOR Rate Loan to such date or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Rate Loan to such dayInterest Period.

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

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

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