Common use of Illegality or Impracticability of LIBOR Rate Loans Clause in Contracts

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, or order (or would conflict with any such treaty, governmental rule, regulation, guideline, or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Credit Parties and the Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans in Dollars or any Alternative Currency (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank LIBOR market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower the Credit Parties and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). ThereafterThereafter (a) (i) if such LIBOR Rate Loan is denominated in Dollars, it shall be Converted into a Base Rate Loan and (Aii) if such LIBOR Rate Loan is denominated in any Alternative Currency, it shall be exchanged into an Equivalent amount of Dollars and be Converted into a Base Rate Loan and (b) the obligation of the Affected Lender Lenders to make LIBOR Rate Loans as, in the affected currency or to convert Convert Loans to, into LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in notify the immediately preceding sentence, nothing in this Section 2.17(b) shall affect Borrower and the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with Lenders that the terms hereofcircumstances causing such suspension no longer exist.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, making or continuation maintaining of its LIBOR Rate Loans has become (i) has become unlawful after the date hereof as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Ai) the obligation of the Affected Lender to make Loans as, or to convert Loans to, as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderLender at such time as the circumstances giving rise to such notice no longer exist, (Bii) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Noticeany other Loan thereafter, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Ciii) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Div) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead the Borrower shall have the option, subject to the provisions of Section 2.17(c), option to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender)above. Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.12(b) shall affect the obligation of any Lender (if there is more than one Lender hereunder at such time) other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower the Company Representative and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower the Company Representative and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower the Company Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower the Company Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower the Company Representative shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Borrowers and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead Borrower Borrowers and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). ThereafterIf the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting the Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (A1) the obligation of the Affected Lender Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead a Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s ’s) obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Borrowers shall pay accrued interest on the amount so converted and all amounts due under Section 2.14(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead a Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead such Borrower shall have the option, subject to the provisions of Section 2.17(c2.14(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telecopy) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.14(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, or order (or would conflict with any such treaty, governmental rule, regulation, guideline, or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which 32 CREDIT AND GUARANTY AGREEMENT notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Term Loans as, or to convert Term Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Term Loan as (or continue such Term Loan as or convert such Term Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(cSECTION 2.15(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(bSECTION 2.15(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Term Loans as, or to convert Term Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank LIBOR market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Borrower shall pay accrued interest on the amount so converted and all amounts due under Section 2.14(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Notice Borrower shall have the option, subject to the provisions of Section 2.17(c2.14(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telecopy or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.14(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower the Company and Administrative AgentAgents) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that marketmarket or such Lender has determined that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to such Lender of making or maintaining loans at the LIBOR Rate, then, and in any such event, such Lender shall be an “"Affected Lender,” " and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower the Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower the Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “"Affected Loans”") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower the Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower the Company shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank LIBOR market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) such LIBOR Rate Loan shall be Converted into a Base Rate Loan and (b) the obligation of the Affected Lender Lenders to make LIBOR Rate Loans as, or to convert Convert Loans to, into LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in notify the immediately preceding sentence, nothing in this Section 2.17(b) shall affect Borrower and the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with Lenders that the terms hereofcircumstances causing such suspension no longer exist.

Illegality or Impracticability of LIBOR Rate Loans. In the event that that, on any date date, any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto hereto, but shall be made only after consultation with Lead Borrower and Administrative Agent) that the performance of any of its obligations hereunder or making, maintaining, or continuation of its LIBOR Rate Loans or funding or charging interest with respect to any Credit Extension (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law law, even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). ThereafterIf the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting the Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (A1) the obligation of the Affected Lender Lenders (or, in the case of any notice pursuant to make Loans clause (i) of the preceding sentence, such Lender) to issue, make, maintain, fund or charge interest with respect to any such Credit Extension as, or to convert Loans to, LIBOR Rate Loans shall be suspended suspended, until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lenders’ (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s ’s) obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Borrower shall pay accrued interest on the amount so converted and all amounts due under Section 2.14(e) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender Lender, as described above above, relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c2.14(e), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telecopy) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination determination, as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.14(d) shall affect the obligation of any Lender Lender, other than an Affected Lender Lender, to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall shall, absent manifest error, be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agenthereto) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any lawLaw, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law Law even though the failure to comply therewith would not be unlawful), ) or (ii) as a result of any Law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new Law, treaty or governmental rule, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority (whether or not having the force of Law), has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). ThereafterIf the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting the Required Lenders pursuant to clause (ii) of the preceding sentence, then (A1) the obligation of the Affected Lender Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the each Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice Borrowing Request or a Conversion/Continuation Notice, the Affected Lender Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lenders’ (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s obligation ’s) obligations to maintain its their respective outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, Law and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice Borrowing Request or a Conversion/Continuation Notice, Lead the Borrower shall have the option, subject to the provisions of Section 2.17(c2.18(c), to rescind such Funding Notice Borrowing Request or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any the Lender shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, making or continuation maintaining of its LIBOR Rate Loans (i) has become unlawful after the date hereof as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such the Lender in that market, then, and in any such event, such the Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination determination. Thereafter (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, (A1) the obligation of the Affected Lender to make Revolving Loans as, or to convert Loans to, as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderLender at such time as the circumstances giving rise to such notice no longer exist, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Revolving Loan as (or continue such Loan Revolving Loan) as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “"Affected Loans”") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected the Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead the Borrower shall have the option, subject notwithstanding anything to the provisions of contrary in Section 2.17(c2.1(b)(ii), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other the Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined in good faith (which determination shall shall, absent manifest error, be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Borrowers and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement and not reasonably foreseeable as of the date of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Borrowers and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Borrowers pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.Base

Illegality or Impracticability of LIBOR Rate Loans. In the event that that, on any date date, any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto hereto, but shall be made only after consultation with Lead Borrower and Administrative Agent) that the performance of any of its obligations hereunder or making, maintaining, or continuation of its LIBOR Rate Loans or funding or charging interest with respect to any Credit Extension (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law law, even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). ThereafterIf the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting the Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (A1) the obligation of the Affected Lender Lenders (or, in the case of any notice pursuant to make Loans clause (i) of the preceding sentence, such Lender) to issue, make, maintain, fund or charge interest with respect to any such Credit Extension as, or to convert Loans to, LIBOR Rate Loans shall be suspended suspended, until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lenders’ (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s ’s) obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Borrower shall pay accrued interest on the amount so converted and all amounts due under Section 2.14(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender Lender, as described above above, relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c2.14(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telecopy) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination determination, as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.14(b) shall affect the obligation of any Lender Lender, other than an Affected Lender Lender, to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, making or continuation maintaining of its LIBOR Rate Loans (i) has become unlawful after the date hereof as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderLender at such time as the circumstances giving rise to such notice no longer exist, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation NoticeInterest Rate Election, the Affected Lender shall make such Loan as (or continue such Loan Loan) as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation NoticeInterest Rate Election, Lead the Borrower shall have the option, subject notwithstanding anything to the provisions of contrary in Section 2.17(c2.1(b)(ii), to rescind such Funding Notice or Conversion/Continuation Notice Interest Rate Election as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.16(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, as LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c2.19(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.19(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower Representative and Administrative Agent of such determination determination. Thereafter (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Borrowers shall have the option, subject to the provisions of Section 2.17(c2.33(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender)above. Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.33(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Conversion/ 66 Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate LoanLoan without reference to the LIBOR Rate component of the Base Rate, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans without reference to the LIBOR Rate component of the Base Rate on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead the Borrower shall have the option, subject to the provisions of Section 2.17(c3.1(a)(i), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b3.1(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have reasonably determined (which determination absent manifest error shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Administrative Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Administrative Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower the Borrowers pursuant to a Funding Notice or a Conversion/Continuation NoticeInterest Election Request, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) to a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. The Borrowers shall pay accrued interest on the amount so converted and all amounts due under Section 2.17(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower the Borrowers pursuant to a Funding Notice or a Conversion/Continuation NoticeInterest Election Request, Lead the Administrative Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice Interest Election Request as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, as LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Credit Parties and the Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank LIBOR market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower the Credit Parties and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Revolving Loans as, or to convert Revolving Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan denominated in Dollars, then being requested by Lead Borrower a Credit Party pursuant to a Funding Notice of Borrowing or a Conversion/Continuation Notice, the Affected Lender shall make such Revolving Loan as (or continue such Revolving Loan as or convert such Revolving Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower a Credit Party pursuant to a Funding Notice of Borrowing or a Conversion/Continuation Notice, Lead Borrower such Credit Party shall have the option, subject to the provisions of Section 2.17(c)2.9C, to rescind such Funding Notice of Borrowing or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) 2.9B shall affect the obligation of any Lender other than an Affected Lender to make or maintain Revolving Loans as, or to convert Revolving Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A) the obligation of the Affected Lender to make Loans any portion of the Term Loan as, or to convert Loans any portion of the Term Loan to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such portion of the Term Loan as (or continue such portion of the Term Loan as or convert such portion of the Term Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c2.16(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.16(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans any portion of the Term Loan as, or to convert Loans any portion of the Term Loan to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender Bank shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and Administrative the Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender Bank in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Bank material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender Bank in that market, then, and in any such event, such Lender Bank shall be an “Affected Lender,” "AFFECTED BANK" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and Administrative the Agent of such determination (which notice Administrative the Agent shall promptly transmit to each other LenderBank). Thereafter, Thereafter (Aa) the obligation of the Affected Lender Bank to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderBank, (Bb) to the extent such determination by the Affected Lender Bank relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender Bank shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s Bank's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender Bank as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead the Borrower shall have the option, subject to the provisions of Section 2.17(csubsection 2.7(d), to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders Banks by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative the Agent of such rescission on the date on which the Affected Lender Bank gives notice of its determination as described above (which notice of rescission Administrative the Agent shall promptly transmit to each other LenderBank). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(bsubsection 2.7(c) shall affect the obligation of any Lender Bank other than an Affected Lender Bank to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.Agent

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Conversion/ Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate LoanLoan without reference to the LIBOR Rate component of the Base Rate, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans without reference to the LIBOR Rate component of the Base Rate on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead the Borrower shall have the option, subject to the provisions of Section 2.17(c3.1(a)(i), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b3.1(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender Bank shall have determined (in good faith, which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and Administrative the Agent) , that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender Bank in good faith with any law, treaty, governmental rule, regulation, guidelineguideline or order, or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, or would cause such Bank material hardship, as a result of contingencies occurring after the date hereof of this Loan Agreement which materially and adversely affect the London interbank market or the position of such Lender Bank in that market, then, and in any such event, such Lender Bank shall be an “"Affected Lender,” Bank" and it shall on that day such date of determination give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead Borrower and Administrative Agent writing of such determination (which notice Administrative to the Borrower and the Agent. The Agent shall promptly transmit such notice to each other Lender)Bank. Thereafter, (Aa) the obligation of the Affected Lender Bank to make Revolving Loans as, or to convert Revolving Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderBank, (Bb) to the extent such determination by the Affected Lender Bank relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice Borrowing Certificate or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender Bank shall make such LIBOR Rate Loan as (or continue such Loan as as, or convert such LIBOR Rate Loan to, as the case may be) , a Base Rate Loan, and (Cc) the Affected Lender’s Bank's obligation to maintain its outstanding LIBOR Rate Loans Loans, as the case may be (the “"Affected Loans”) "), shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender Bank as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice Borrowing Certificate or a Notice of Conversion/Continuation NoticeContinuation, Lead the Borrower shall have the option, subject to the provisions of Section 2.17(c), option to rescind such Funding Borrowing Certificate or Notice or of Conversion/Continuation Notice as to all Lenders the Banks by giving notice to Administrative Agent of such rescission by telecopy or telephone confirmed in writing to the Agent on the date on which the Affected Lender Bank gives notice of its determination as described above (which notice of rescission Administrative above. The Agent shall promptly transmit such notice of rescission to each other Lender)Bank. Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) 2.6C shall affect the obligation of any Lender Bank other than an Affected Lender Bank to make or maintain Revolving Loans as, or to convert Revolving Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Loan Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have reasonably determined (which determination absent manifest error shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation NoticeInterest Election Request, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) to a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Company shall pay accrued interest on the amount so converted and all amounts due under Section 2.17(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation NoticeInterest Election Request, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice Interest Election Request as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, as LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any DIP Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative DIP Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such DIP Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such DIP Lender in that market, then, and in any such event, such DIP Lender shall be an “Affected DIP Lender,” and it shall on that day give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead Borrower and Administrative DIP Agent of such determination (which notice Administrative DIP Agent shall promptly transmit to each other DIP Lender). Thereafter, Thereafter (A1) the obligation of the Affected DIP Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected DIP Lender, (B2) to the extent such determination by the Affected DIP Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected DIP Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected DIP Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Borrower shall pay accrued interest on the amount so converted and all amounts due under Section 2.14(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected DIP Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Notice Borrower shall have the option, subject to the provisions of Section 2.17(c2.14(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all DIP Lenders by giving notice (by telecopy or by telephone confirmed in writing) to Administrative DIP Agent of such rescission on the date on which the Affected DIP Lender gives notice of its determination as described above (which notice of rescission Administrative DIP Agent shall promptly transmit to each other DIP Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.14(b) shall affect the obligation of any DIP Lender other than an Affected DIP Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto hereto, absent manifest error, but shall be made only after consultation with Lead Borrower Representative and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful (or any Governmental Authority has asserted that it is unlawful ) as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give written notice (by facsimile or or, if by telephone confirmed in writing) to Lead Borrower Representative and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make or continue Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by by, or to comply with, any law, and treaty, governmental rule, regulation, guideline or order, (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such terminationtermination and (5) if such notice asserts the illegality of such Lender determining or changing interest rates based upon the LIBOR Rate component of the Base Rate with respect to any Base Rate Loans, the Administrative Agent shall, during the period of such suspension, compute the Base Rate applicable to such Lender without reference to the LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that DOC ID - 36220401.1 it is no longer illegal for such Lender to determine or charge interest rates based on the LIBOR Rate. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Representative shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written notice (or, if by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make make, continue or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Borrowers and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof Third Restatement Effective Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead Borrower Borrowers and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). ThereafterIf the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting the Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (A1) the obligation of the Affected Lender Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead a Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s ’s) obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Borrowers shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice to Administrative Agent of such rescission pay accrued interest on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.amount so converted and all amounts due under Section

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender Bank shall have determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and Administrative the Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender Bank in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulationregula- tion, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Bank material hardship, as a result of contingencies occurring after the date hereof of this Loan Agreement which materially and adversely affect the London interbank inter- bank market or the position of such Lender Bank in that market, then, and in any such event, such Lender Bank shall be an “"Affected Lender,” Bank" and it shall on that day as soon as practicable but in no event later than the next Business Day give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead the Borrower and Administrative the Agent of such determination (which notice Administrative the Agent shall promptly transmit to each other LenderBank). Thereafter, (Aa) the obligation of the Affected Lender Bank to make Re- volving Loans as, or to convert Revolving Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderBank, (Bb) to the extent such determination by the Affected Lender Bank relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice Request For Revolving Loan or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender Bank shall make such LIBOR Rate Loan as (or continue such Loan as or convert such LIBOR Rate Loan to, as the case may be) a Base Rate Loan, and (Cc) the Affected Lender’s Bank's obligation to maintain its outstanding LIBOR Rate Loans Loans, as the case may be (the “"Affected Loans”) "), shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender Bank as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice Request For Revolving Loan or a Notice of Conversion/Continuation NoticeContinuation, Lead the Borrower shall have the option, subject to the provisions of Section 2.17(c), option to rescind such Funding Request For Revolving Loan or Notice or of Conversion/Continuation Notice as to all Lenders the Banks by giving notice (by telecopy or by telephone confirmed in writing) to Administrative the Agent of such rescission on the date on which the Affected Lender Bank gives notice of its determination as described above (which notice of rescission Administrative the Agent shall promptly transmit to each other LenderBank). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) 2.6C shall affect the obligation of any Lender Bank other than an Affected Lender Bank to make or maintain Revolving Loans as, or to convert Revolving Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Loan Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and final, conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order not in effect on the date such Person became a Lender (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, would cause such Lender material financial hardship as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank LIBOR Rate market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderLender (which such Affected Lender shall do at the earliest practicable date), (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice Loan/Letter of Credit Request or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate an ABR Loan, (Cc) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate ABR Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) 2.6.C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, which it shall do promptly after the circumstances giving rise to such notice no longer exist, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, making or continuation maintaining of its LIBOR Rate Loans (i) has become unlawful after the date hereof as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Term Loans as, or to convert Loans to, as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderLender at such time as the circumstances giving rise to such notice no longer exist, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Term Loan as (or continue such Loan Term Loan) as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead the Borrower shall have the option, subject notwithstanding anything to the provisions of contrary in Section 2.17(c2.1(b)(ii), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.16(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Term Loans as, or to convert Loans to, as LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, which it shall do promptly after the circumstances giving rise to such notice no longer exist, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and the Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Term Loans as, or to convert Term Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, which it shall do promptly after the circumstances giving rise to such notice no longer exist, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Term Loan as (or continue such Loan as or convert such Term Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Term Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Term Loans or when required by law, and (Dd) the Affected Term Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Term Loans as, or to convert Term Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Borrowers and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank LIBOR market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Borrowers and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Borrowers pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) "AFFECTED LOANS"), shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Borrowers pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower Borrowers shall have the option, subject to the provisions of Section 2.17(c)2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Index Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Index Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c2.16(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.16(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that that, on any date date, any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto hereto, but shall be made only after consultation with Lead Borrower and Administrative Agent) that the performance of any of its obligations hereunder or making, maintaining, or continuation of its LIBOR Rate Loans or funding or charging interest with respect to any Credit Extension (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law law, even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). ThereafterIf the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting the Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (A1) the obligation of the Affected Lender Lenders (or, in the case of any notice pursuant to make Loans clause (i) of the preceding sentence, such Lender) to issue, make, maintain, fund or charge interest with respect to any such Credit Extension as, or to convert Loans to, LIBOR Rate Loans shall be suspended suspended, until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lenders’ (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s ’s) obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Borrower shall pay accrued interest on the amount so converted and all amounts due under Section 2.14(d) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender Lender, as described above above, relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c2.14(d), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telecopy) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination determination, as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.14(c) shall affect the obligation of any Lender Lender, other than an Affected Lender Lender, to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower the Company Representative and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (including, without limitation, any rule or regulation adopted by the NAIC or its Securities Valuation Office) (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile email or by telephone confirmed in writing) to Lead Borrower the Company Representative and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower the Company Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower the Company Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower the Company Representative shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by email or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Company shall pay accrued interest on the amount so converted and all amounts due under Section 2.15(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c2.15(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.15(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination determination, absent manifest error, shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Managing Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market LIBOR market, or the position of such Lender in that market, then, and in any such event, such Lender shall be an “"Affected Lender,” " and it shall on that day give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead Borrower and Administrative Managing Agent of such determination (which notice Administrative Managing Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base an Index Rate Loan, (Cc) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “"Affected Loans”) "), shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Index Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telecopy or by telephone confirmed in writing) to Administrative Managing Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Managing Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, to LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “"Affected Lender,” " and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “"Affected Loans”") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, making or continuation maintaining of its LIBOR Rate Loans (i) has become unlawful after the date hereof as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “"Affected Lender,” " and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Revolving Loans as, or to convert Loans to, as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderLender at such time as the circumstances giving rise to such notice no longer exist, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Revolving Loan as (or continue such Loan Revolving Loan) as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “"Affected Loans”") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead the Borrower shall have the option, subject notwithstanding anything to the provisions of contrary in Section 2.17(c2.1(b)(ii), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.16(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Revolving Loans as, or to convert Loans to, as LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A) the obligation of the Affected Lender to make Loans any portion of the Term Loan as, or to convert Loans any portion of the Term Loan to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such portion of the Term Loan as (or continue such portion of the Term Loan as or convert such portion of the Term Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c2.16(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.16(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans any portion of the Term Loan as, or to convert Loans any portion of the Term Loan to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender Bank shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative AgentCompany) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender Bank in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause Bank material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender Bank in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it Bank shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent Company of such determination determination. Thereafter (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, (Aa) the obligation of the Affected Lender Bank to make Revolving Loans as, or to convert Revolving Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderBank, (Bb) to the extent such determination by the Affected Lender Bank relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender Bank shall make such Revolving Loan as (or continue such Loan as or convert such Revolving Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s Bank's obligation to maintain its outstanding LIBOR Rate Loans (the “"Affected LIBOR Rate Loans”") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected LIBOR Rate Loans or when required by law, and (Dd) the Affected LIBOR Rate Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender Bank as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent Bank of such rescission on the date on which the Affected Lender Bank gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender)described. Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender Bank to make or maintain Revolving Loans as, or to convert Revolving Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower Representative and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower Representative and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. The Borrowers shall pay accrued interest on the amount so converted and all amounts due under Section 2.17(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead the Borrower Representative shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) in accordance with Section 10.1 of this Agreement to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c2.19(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.19(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Term Loans as, or to convert Term Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Term Loan as (or continue such Term Loan as or convert such Term Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Term Loans as, or to convert Term Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, making or continuation maintaining of its LIBOR Rate Loans has become (i) has become unlawful after the date hereof as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or email or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Ai) the obligation of the Affected Lender to make Loans as, or to convert Loans to, as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderLender at such time as the circumstances giving rise to such notice no longer exist, (Bii) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Noticeany other Loan thereafter, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Ciii) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, law and (Div) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead the Borrower shall have the option, subject to the provisions of Section 2.17(c), option to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender)above. Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.12(b) shall affect the obligation of any Lender (if there is more than one Lender hereunder at such time) other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or email) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Borrowing Base Agent or Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower and Borrowing Base Agent or Administrative Agent of such determination (which notice Borrowing Base Agent or Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Borrower shall pay accrued interest on the amount so converted and all amounts due under Section 2.17(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Borrowing Base Agent or Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Borrowing Base Agent or Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead each Borrower and Borrowing Base Agent or Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead each Borrower and Borrowing Base Agent or Administrative Agent of such determination (which notice Borrowing Base Agent or Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead any Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. The Applicable Borrower shall pay accrued interest on the amount so converted and all amounts due under Section 2.17(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead a Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead such Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Borrowing Base Agent or Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Borrowing Base Agent or Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto hereto, absent manifest error, but shall be made only after consultation with Lead Borrower Representative and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful (or any Governmental Authority has asserted that it is unlawful ) as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give written notice (by facsimile or or, if by telephone confirmed in writing) to Lead Borrower Representative and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make or continue Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by by, or to comply with, any law, treaty, governmental rule, regulation, guideline or order, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Representative pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Representative shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written notice (or, if by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make make, continue or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). ThereafterFor purposes of this Agreement, including, without limitation, this Section 2.17, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, guidelines and directions in connection therewith (Athe “Xxxx-Xxxxx Act”) are deemed to be adopted and gone into effect after the date hereof. Thereafter (1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described Credit and Guaranty Agreement above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Tranche A Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower the Company and the Administrative Agent) that the making, maintaining, making or continuation maintaining of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower the Company and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Tranche A Revolving Loans as, or to convert Loans to, as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower the Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Tranche A Revolving Loan as (or continue such Loan Tranche A Revolving Loan) as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower the Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower the Company shall have the option, subject notwithstanding anything to the provisions of contrary in Section 2.17(c2.2(b)(ii), to rescind such Funding Notice or Conversion/Continuation Notice as to all Tranche A Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Tranche A Revolving Loans as, or to convert Loans to, as LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this $1,100,000,000 CREDIT AGREEMENT Agreement which materially and adversely affect the London interbank LIBOR market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice of Borrowing or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice of Borrowing or a Conversion/Continuation Notice, Lead the Borrower shall have the option, subject to the provisions of Section 2.17(c)2.6C, to rescind such Funding Notice of Borrowing or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) 2.6B shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticableimpracticable (including, without limitation, because such LIBOR Rate Loan does not adequately reflect Lender’s costs of funds), or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans Loans, as the case may be, shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of LIBOR Rate Borrowing or a Conversion/Continuation NoticeNotice of Conversion/ Continuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Prime Rate Loan, (Cc) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected such Loans or when required by law, and (Dd) the Affected LIBOR Rate Loans shall automatically convert into Base Prime Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected a Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of LIBOR Rate Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c)subsection 2.7D, to rescind such Funding Notice of LIBOR Rate Borrowing or Conversion/Notice of Conversion/ Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower the Borrowers and the Administrative Agent) that the making, maintaining, maintaining or continuation continuing of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order not in effect on the date such Person became a Lender (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, would cause such Lender material financial hardship as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank LIBOR market or the position of such Lender in that such market, then, and in any such event, such Lender shall be an “"Affected Lender,” " and it shall on that day the date in question give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower the Borrowers and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderLender (which withdrawal such Affected Lender shall effect at the earliest practicable date), (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower the Borrowers pursuant to a Funding Notice of Borrowing or a Conversion/Continuation NoticeNotice of Interest Rate Election, the Affected Lender shall make such Loan as or (or continue such Loan as or the case may be convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “"Affected Loans”") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by lawlaw to do so, and (D4) the Affected Loans shall automatically convert into to Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(bsection 1.14(c) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile e-mail or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, which it shall do promptly after the circumstances giving rise to such notice no longer exist, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by e-mail or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Administrative Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Administrative Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Borrowers pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Borrowers shall pay accrued interest on the amount so converted and all amounts due under Section 2.16(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Borrowers pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead such Borrower shall have the option, subject to the provisions of Section 2.17(c2.16(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.16(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Af fected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination determin ation as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). ThereafterIf the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting the Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (A1) the obligation of the Affected Lender Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s ’s) obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Borrower shall pay accrued interest on the amount so converted and all amounts due under Section 2.14(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c2.14(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telecopy) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.14(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Administrative Borrower and Administrative Service Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile facsimile, email or by telephone confirmed in writing) to Lead Administrative Borrower and Administrative Service Agent of such determination (which notice Administrative Service Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Administrative Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Administrative Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Administrative Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile, email or by telephone confirmed in writing) to Administrative Service Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Service Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date (i) any Lender shall have determined determine (which determination shall be final and conclusive and binding upon all parties hereto absent manifest error, but shall be made only after consultation with Lead Borrower and Administrative AgentBorrower) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i1) has become unlawful or impossible as a result of a Change in Law or as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, or order Law (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law Law even though the failure to comply therewith would not be unlawful), ) or (ii2) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that marketmarket or (ii) any Lender shall have determined that LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to such Lender of funding such LIBOR Rate Loan, then, and in any such event, any such affected Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). ThereafterUpon receipt of such notice by Borrower, (A) the obligation of the Affected Lender to make Loans of the affected Class as, or to convert Loans of the affected Class to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) unless and until such notice shall be withdrawn by the Affected Lender, such Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by lawLaw, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding anything herein to the foregoingcontrary, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice of Borrowing or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c3.04(c), to rescind such Funding Notice of Borrowing or Conversion/Continuation Notice as to all Lenders of the affected Class by giving notice (by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other LenderLender of such affected Class). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b3.04(b) shall affect the obligation of any Lender of a particular Class other than an Affected Lender to make or maintain Loans of that Class as, or to convert Loans of that Class to, LIBOR Rate Loans in accordance with the terms hereof. Any Affected Lender shall promptly notify Borrower and Administrative Agent when the circumstances giving rise to a notice pursuant to this Section 3.04(b) no longer exist.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writingelectronic mail) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (in writing or by electronic mail) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative AgentAgents) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that marketmarket or such Lender has determined that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to such Lender of making or maintaining loans at the LIBOR Rate, then, and in any such event, such Lender shall be an “"Affected Lender,” " and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “"Affected Loans”") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Funding/Issuance Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Funding/Issuance Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c2.16(c), to rescind such Funding Funding/Issuance Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.16(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company Agent and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company Agent and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Term Loans as, or to convert Term Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Companies pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Term Loan as (or continue such Term Loan as or convert such Term Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Companies pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Companies shall have the option, subject to the provisions of this Section 2.17(c)2.17, to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) 2.17 shall affect the obligation of any Lender other than an Affected Lender to make or maintain Term Loans as, or to convert Term Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, making or continuation maintaining of its LIBOR Rate Loans has become (i) has become unlawful after the date hereof as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Ai) the obligation of the Affected Lender to make Loans as, or to convert Loans to, as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected LenderLender at such time as the circumstances giving rise to such notice no longer exist, (Bii) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Noticeany other Loan thereafter, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Ciii) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected LoansLoans ”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Div) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead the Borrower shall have the option, subject to the provisions of Section 2.17(c), option to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender)above. Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.12(b) shall affect the obligation of any Lender (if there is more than one Lender hereunder at such time) other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “"Affected Lender,” " and it shall on that day give notice (by facsimile or by telephone confirmed in writing) in accordance with Section 10.1 of this Agreement to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “"Affected Loans”") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c2.19(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.19(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR (the “Affected Loans”), or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, upon notice thereof by such Lender (an “Affected Lender”) to Company (through the Administrative Agent) (an “Illegality Notice”), (a) any obligation of the Lenders to make SOFR Rate Loans, and any right of Company to continue SOFR Rate Loans or to convert Base Rate Loans to SOFR Rate Loans, shall be suspended, and (b) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”, in each case until each affected Lender notifies the Administrative Agent and Company that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, Company shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Rate Loans to Base Rate Loans (the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Rate Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Rate Loans to such day, in each case until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such prepayment or conversion, Company shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.19(c).

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, or order (or would conflict with any such treaty, governmental rule, regulation, guideline, or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or in writing (which may be by telephone confirmed in writingemail)) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead the Borrower and the Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank LIBOR market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each $650,000,000 CREDIT AGREEMENT other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice of Borrowing or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead the Borrower pursuant to a Funding Notice of Borrowing or a Conversion/Continuation Notice, Lead the Borrower shall have the option, subject to the provisions of Section 2.17(c)2.6C, to rescind such Funding Notice of Borrowing or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) 2.6B shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead each Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead each Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead any Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. The Borrowers shall pay accrued interest on the amount so converted and all amounts due under Section 2.17(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead a Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead such Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s 's obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (or Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rate) (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice determination. Administrative Agent shall promptly transmit to notify each other Lender)Lender of the receipt of such notice. Thereafter, Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate LoanLoan (with such Base Rate Loan as to which the interest rate is not determined with reference to the LIBOR Rate), (Cc) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans (with such Base Rate Loan as to which the interest rate is not determined with reference to the LIBOR Rate) on the date of such termination, and (e) Base Rate Loans shall not be determined with reference to the LIBOR Rate. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice of Borrowing or a Notice of Conversion/Continuation NoticeContinuation, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c)subsection 2.6D, to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission above. Administrative Agent shall promptly transmit to notify each other Lender)Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereofof this Agreement.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company Agent and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company Agent and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Term Loans as, or to convert Term Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Companies pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Term Loan as (or continue such Term Loan as or convert such Term Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Companies pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Companies shall have the option, subject to the provisions of this Section 2.17(c)2.17, to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) 2.17 shall affect the obligation of any Lender other than an Affected Lender to make or maintain Term Loans as, or to convert Term Loans to, LIBOR Rate Loans in accordance with the terms hereof.. (c) Compensation for Breakage or Non-Commencement of Interest Periods. Companies shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such Lender to

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A1) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that that, on any date date, any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto hereto, but shall be made only after consultation with Lead Borrower and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law law, even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile telecopy or by telephone confirmed in writing) to Lead Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). ThereafterIf the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting the Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (A1) the obligation of the Affected Lender Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended suspended, until such notice shall be withdrawn by the Affected Lender, (B2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C3) the Affected Lenders’ (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s ’s) obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Borrower shall pay accrued interest on the amount so converted and all amounts due under Section 2.14(c) in accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a determination by an Affected Lender Lender, as described above above, relates to a LIBOR Rate Loan then being requested by Lead Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower shall have the option, subject to the provisions of Section 2.17(c2.14(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telecopy) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination determination, as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.14(b) shall affect the obligation of any Lender Lender, other than an Affected Lender Lender, to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.

Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Lead Borrower Company and Administrative Agent) that the making, maintaining, maintaining or continuation of its LIBOR Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender,” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Lead Borrower Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, Thereafter (A) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by Lead Borrower Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Lead Borrower Company shall have the option, subject to the provisions of Section 2.17(c2.19(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its 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 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b2.19(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with the terms hereof.