Common use of Illegality Clause in Contracts

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines that any Change in Law has made shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by any Eurodollar Loan and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall promptly give notice thereof to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended the Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans obligation of such Lender to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Borrowing, such Lender’s Loan shall be made as a Base Rate LoansLoan as part of the same Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period therefor, applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans Loan to such day, date or promptly, (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurocurrency Rate LoansEurodollar Loan to such date. Upon any such prepayment or conversionNotwithstanding the foregoing, the Borrower shall also pay accrued interest on affected Lender shall, prior to giving such notice to the amount so prepaid or converted and all amounts dueAdministrative Agent, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will would avoid the need for giving such notice and will not, if such designation would not otherwise be disadvantageous to such Lender in the good faith judgment exercise of such Lender, otherwise be materially disadvantageous to such Lenderits discretion.

Illegality. If due to any Lender determines that any Change in Law has made it unlawful, shall become unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender (or its applicable Eurodollar Lending Office Office) to make, maintain or fund Eurocurrency its Eurodollar Rate Revolving Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall forthwith give notice thereof to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Loans, Revolving Loan either (i) on the last day of the then current Interest Period therefor, applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Eurocurrency Rate Loans Revolving Loan to such day, day or promptly, (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous Revolving Loan to such Lenderday.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines that any Change in Law has made shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by any Eurodollar Loan and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall promptly give notice thereof to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended the Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans obligation of such Lender to make Eurodollar Revolving Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Revolving Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate LoansLoan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period therefor, applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans Loan to such day, date or promptly, (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurocurrency Rate LoansEurodollar Loan to such date. Upon any such prepayment or conversionNotwithstanding the foregoing, the Borrower shall also pay accrued interest on affected Lender shall, prior to giving such notice to the amount so prepaid or converted and all amounts dueAdministrative Agent, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will would avoid the need for giving such notice and will not, if such designation would not otherwise be disadvantageous to such Lender in the good faith judgment exercise of such Lender, otherwise be materially disadvantageous to such Lenderits discretion.

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 Eurocurrency Eurodollar Rate Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith reasonable judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any Lender determines that other provision herein, if the adoption of or any change in any Requirement of Law has made or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender to make or its applicable Lending Office to makemaintain Eurodollar Loans as contemplated by this Credit Agreement, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by (a) such Lender shall promptly give written notice of such circumstances to the Borrower through and the Administrative AgentAgent (which notice shall be withdrawn whenever such circumstances no longer exist), any obligation (b) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate Loan to Eurodollar Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Lender to make or continue Eurocurrency maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Base Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans or then outstanding as Eurodollar Loans, if any, shall be converted automatically to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies on the Administrative Agent and respective last days of the Borrower that the circumstances giving rise then current Interest Periods with respect to such determination no longer existLoans or within such earlier period as required by law. Upon receipt If any such conversion of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversionwith respect thereto, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts dueto such Lender such amounts, if any, in connection with such prepayment or conversion under as may be required pursuant to Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender3.11.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines that any Change in 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Eurodollar Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Eurodollar Loans or to convert Base Rate Loans to Eurocurrency Rate Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Eurodollar Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines that any Law has Laws have made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore interbank market, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any the obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert or Convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate LoansLender, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Eurodollar Loans, or to determine or charge interest rates based upon the Eurocurrency Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Eurodollar Loans or to convert Base Rate Loans to Eurocurrency Rate Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Eurodollar Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any Lender determines that other provision herein, if the adoption of or any change in any Requirement of Law has made or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender to make or its applicable Lending Office to makemaintain Eurodollar Loans as contemplated by this Credit Agreement, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by (a) such Lender shall promptly give written notice of such circumstances to the Borrower through and the Administrative AgentAgent (which notice shall be withdrawn whenever such circumstances no longer exist), any obligation (b) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate Loan to Eurodollar Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Lender to make or continue Eurocurrency maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Base Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans or then outstanding as Eurodollar Loans, if any, shall be converted automatically to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies on the Administrative Agent and respective last days or the Borrower that the circumstances giving rise then current Interest Periods with respect to such determination no longer existLoans or within such earlier period as required by law. Upon receipt If any such conversion of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversionwith respect thereto, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts dueto such Lender such amounts, if any, in connection with such prepayment or conversion under as may be required pursuant to Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender3.14.

Illegality. If Notwithstanding any Lender determines that other provision herein, if any Change in Law has made shall make it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate maintain Eurodollar Loans as contemplated by this Agreement or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert Base Rate Loans to Eurocurrency Eurodollar Loans shall forthwith be canceled, (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans shall be suspended until on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law and (c) all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender notifies or the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate converted Eurodollar Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans, either . If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversionwith respect thereto, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts dueto such Lender such amounts, if any, in connection with such prepayment or conversion under as may be required pursuant to Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender2.19.

Illegality. If any Lender determines shall have determined in good faith that the introduction of or any change in any applicable Law has made it unlawful, or that in the interpretation or administration thereof by any Governmental Authority has asserted that charged with the interpretation or administration thereof, or compliance with any guideline or request from any such Governmental Authority (whether or not having the force of law), makes it is unlawful, unlawful for any Lender or its applicable Applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert Convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversionConversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such LenderConverted.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative AgentAgent (which notice shall state in reasonable detail the reasons therefor together with a statement that other borrowers with similar Eurodollar Rate Loans are being treated similarly), any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderconverted.

Illegality. If any Lender determines shall have determined in good faith that the introduction of or any change in any applicable Law has made it unlawful, or that in the interpretation or administration thereof by any Governmental Authority has asserted that it is unlawfulcharged with the interpretation or administration thereof, or compliance with any guideline or request from any such Governmental Authority (whether or not having the force of law), for any Lender or its applicable Applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate LoansAdvances, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans Advances or to convert Base Rate Loans Advances to Eurocurrency Eurodollar Rate Loans Advances shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans Advances of such Lender to Base Rate LoansAdvances, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans Advances to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate LoansAdvances. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderconverted.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Eurodollar Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably 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 Eurocurrency Rate any LIBOR Loans, or to determine or charge interest rates based upon the Eurocurrency Rateapplicable LIBOR, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate any affected LIBOR Loans or to convert Base Rate Loans to Eurocurrency Rate such LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans and shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate then outstanding affected LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate LIBOR Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate LIBOR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If If, on or after the Effective Date, any Lender determines that any Change in Law has made shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender (or its applicable Lending Office lending office) to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by its Eurodollar Loans and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall forthwith give notice thereof to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended the other Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans obligation of such Lender to Base Rate make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.15(e), such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Loan of such Lender then outstanding shall be converted to an ABR Loan either (i) on the last day of the then current Interest Period thereforapplicable to such Eurodollar Loan, if such Lender may lawfully continue to maintain and fund such Eurocurrency Rate Loans Loan as a Eurodollar Loan to such day, or promptly(ii) immediately, if such Lender shall determine that it may not lawfully continue to maintain and fund such Eurocurrency Rate LoansLoan as a Eurodollar Loan to such day. Upon Interest and principal on any such prepayment or conversionABR Loan shall be payable on the same dates as, and on a pro rata basis with, the Borrower shall also pay accrued interest and principal payable on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid related Eurodollar Loans of the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderother Lenders.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the each such Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the each such Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Eurodollar Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Eurodollar Loans or to convert Base Rate Loans to Eurocurrency Rate Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Eurodollar Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. (b) Upon any Lender’s giving notice and suspending its obligations relating to Eurodollar Rate Loans in accordance with Section 3.02(a), the Borrower may replace such Lender in accordance with Section 11.15.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Eurodollar Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and the such Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency its Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurocurrency any LIBO Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurocurrency LIBO Rate Loans or to convert Base ABR Borrowings to LIBO Rate Loans to Eurocurrency Rate Loans Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer existexist (which notice such Lender agrees to give promptly). Upon receipt of such notice, the Borrower Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurocurrency LIBO Rate Loans Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans Borrowings to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office lending office if such designation will avoid the need for such notice and will not, in the good faith judgment determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans in Dollars or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the such Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency its Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Eurodollar Loans, or to determine or charge interest rates based upon the Eurocurrency LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Eurodollar Loans or to convert Alternate Base Rate Loans to Eurocurrency Rate Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Eurodollar Loans of such Lender to Alternate Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurocurrency any LIBO Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrowers (or the Borrower Agent on behalf of Borrowers) through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurocurrency LIBO Rate Loans or to convert Base ABR Borrowings to LIBO Rate Loans to Eurocurrency Rate Loans Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurocurrency LIBO Rate Loans Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans Borrowings to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office lending office if such designation will avoid the need for such notice and will not, in the good faith judgment determination of such Lender, otherwise be materially disadvantageous to such Lenderit.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower relevant Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower relevant Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the each relevant Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Lead Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Eurodollar Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any Lender determines that other provision herein, if the adoption of or any change in any Requirement of Law has made or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender to make or its applicable Lending Office to makemaintain Eurodollar Loans as contemplated by this Credit Agreement, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by (a) such Lender shall promptly give written notice of such circumstances to the Borrower through and the Administrative AgentAgent (which notice shall be withdrawn whenever such circumstances no longer exist), any obligation (b) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate Loan to Eurodollar Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Lender to make or continue Eurocurrency maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Base Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans or then outstanding as Eurodollar Loans, if any, shall be converted automatically to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies on the Administrative Agent and respective last days of the Borrower that the circumstances giving rise then current Interest Periods with respect to such determination no longer existLoans or within such earlier period as required by law. Upon receipt If any such conversion of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversionwith respect thereto, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts dueto such Lender, upon demand, without duplication, such amounts, if any, in connection with such prepayment or conversion under as may be reasonably required pursuant to Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender3.11.

Illegality. If any Lender determines that the introduction of or change in or in the interpretation of 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Payment Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Payment Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Payment Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the applicable Borrower through the applicable Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Eurodollar Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If If, on or after the date hereof, any Lender determines that any Change in Law has made shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender (or its applicable Euro-Dollar Lending Office Office) to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by its Euro-Dollar Loans and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall forthwith give notice thereof to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended the other Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans obligation of such Lender to Base Rate make Euro-Dollar Loans, either on the last day of the Interest Period thereforor to convert outstanding Loans into Euro-Dollar Loans or continue outstanding Loans as Euro-Dollar Loans, if such Lender may lawfully continue in each case to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on be suspended. Before giving any notice to the amount so prepaid or converted and all amounts dueAdministrative Agent pursuant to this Section, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to shall designate a different Euro-Dollar Lending Office if such designation will avoid the need for giving such notice and will not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender. If such notice is given, each Euro-Dollar Loan of such Lender then outstanding to the Borrower shall be converted to a Base Rate Loan either (a) on the last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Lender may lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such day or (b) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such day. Interest and principal on any such Base Rate Loan shall be payable on the same dates as, and on a pro rata basis with, the interest and principal payable on the related Euro-Dollar Loans of the other Lenders.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Revolving Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall Company shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, or convert all Eurocurrency such Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Company shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the reasonable and good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. As to any such affected Lender, any Eurodollar Rate Loan will be funded as a Base Rate Loan.

Illegality. If any Lender reasonably 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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof specifying the circumstances giving rise to such determination by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any Lender determines that other provision herein, if the adoption of or any change in any Requirement of Law has made or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender to make or its applicable Lending Office to makemaintain Eurodollar Loans as contemplated by this Credit Agreement, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by (a) such Lender shall promptly give written notice of such circumstances to the Borrower through and the Administrative AgentAgent (which notice shall be withdrawn whenever such circumstances no longer exist), any obligation (b) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate Loan to Eurodollar Loans, shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Lender to make or continue Eurocurrency maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Base Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans or then outstanding as Eurodollar Loans, if any, shall be converted automatically to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies on the Administrative Agent and respective last days of the Borrower that the circumstances giving rise then current Interest Periods with respect to such determination no longer existLoans or within such earlier period as required by law. Upon receipt If any such conversion of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversionwith respect thereto, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts dueto such Lender such amounts, if any, in connection with such prepayment or conversion under as may be required pursuant to Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender3.13.

Illegality. If (a) If, on or after the Effective Date, any Lender determines that any Change in Law has made shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender (or its applicable Lending Office lending office) to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by its Eurodollar Loans and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall forthwith give notice thereof to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended the other Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans obligation of such Lender to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 8.02, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. (b) If such notice is given, each Eurodollar Loan of such Lender then outstanding shall be converted to a Base Rate Loans, Loan either (i) on the last day of the then current Interest Period thereforapplicable to such Eurodollar Loan, if such Lender may lawfully continue to maintain and fund such Eurocurrency Rate Loans Loan as a Eurodollar Loan to such day, or promptly(ii) immediately, if such Lender shall determine that it may not lawfully continue to maintain and fund such Eurocurrency Rate LoansLoan as a Eurodollar Loan to such day. Upon Interest and principal on any such prepayment or conversionBase Rate Loan shall be payable on the same dates as, and on a pro rata basis with, the Borrower shall also pay accrued interest and principal payable on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid related Eurodollar Loans of the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderother Lenders.

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that if any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office lending office to make, make or maintain or fund any Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on upon notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the such Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the such Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurocurrency Rate Loans Borrowings of such Lender to (x) in the case of Dollar-denominated Borrowings, Base Rate LoansLoans in Dollars, or (y) in the case of Euro-denominated Borrowings, to the extent the Borrower and such affected Lender agree, convert such Loans to Loans bearing interest at an alternative rate mutually acceptable to the Borrower and such affected Lender, in each case, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Term Loans. Upon any such prepayment or conversion, the such Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderconverted.

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 Eurocurrency Rate LIBOR Loans, or to determine or charge interest rates based upon the Eurocurrency RateLIBOR, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate LIBOR Loans or to convert Base Rate Loans to Eurocurrency Rate LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate LIBOR Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate LIBOR Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.053.05(a). Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably 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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If If, after the date of this Agreement, the adoption of any applicable law, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender determines that with any Law has made it unlawfulrequest or directive (whether or not having the force of law) of any such authority, central bank, or that any Governmental Authority has asserted that comparable agency, shall make it is unlawful, unlawful or impossible for any such Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate LoansEurodollar Borrowings, or then the Agent shall so notify the Borrower. Before giving any notice pursuant to determine or charge interest rates based upon this Section, such Lender shall designate a different Eurodollar Lending Office if such designation will avoid the Eurocurrency Rate, then, on need for giving such notice thereof and will not be otherwise disadvantageous to such Lender (as determined in good faith by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existLender). Upon receipt of such notice, the Borrower shall upon demand from such Lender either (i) repay in full the then outstanding principal amount of all Eurodollar Borrowings, together with a copy accrued interest thereon, or (ii) convert each Eurodollar Borrowing to the Administrative Agent)an Alternate Base Borrowing, prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, on either on (A) the last day of the then-current Interest Period therefor, applicable to such Eurodollar Borrowing if such Lender may lawfully continue to maintain and fund such Eurocurrency Rate Loans Eurodollar Borrowing to such day, day or promptly, (B) immediately if such Lender may not lawfully continue to fund and maintain such Eurocurrency Rate Loans. Upon any Eurodollar Borrowing to such prepayment or conversionday, provided that the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need be liable for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous any Funding Loss arising pursuant to such Lenderconversion.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Company shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Company shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Subject to the provisions set forth in Section 3.09, 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 Eurocurrency Rate LIBOR Loans, or to determine or charge interest rates based upon the Eurocurrency RateLIBOR, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate LIBOR Loans or to convert Base Rate Loans to Eurocurrency Rate LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate LIBOR Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate LIBOR Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Eurodollar Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon written demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any Lender determines that other provisions herein, if any Law has made present or future law, regulation, treaty or directive or any change in the interpretation or application thereof shall make it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender to make or its applicable Lending Office to make, maintain or fund Eurocurrency LIBOR Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender shall forthwith give notice of such circumstances to the Borrower through and the Administrative Agent, any obligation Agent and thereupon (a) the Commitment of such Lender to make or continue Eurocurrency LIBOR Rate Loans or convert Loans of another Type to convert LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted automatically to Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the each Interest Period therefor, if applicable to such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans or within such earlier period as may be required by law. The Borrower hereby agrees promptly to such day, or promptly, if such Lender may not lawfully continue pay to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on Agent for the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment account of such Lender, otherwise upon demand, any additional amounts necessary to compensate such Lender for any costs incurred by such Lender in making any conversion in accordance with this §4.11, including any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. The Base Rate shall remain in effect thereafter unless and until such Lender shall have determined in good faith (which determination shall be materially disadvantageous to conclusive and binding upon Borrower) that the aforesaid circumstances no longer exist, whereupon such LenderLender shall notify Borrower and Agent and Borrower may submit a Conversion Request in accordance with the provisions of § 2.6 hereof.

Illegality. If If, after the date hereof, the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the Effective Date), or any change in interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender determines that with any Law has made directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender or its applicable Lending Office to make, maintain or fund its portion of such Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies and the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower that Borrower. Before giving any notice to the circumstances Administrative Agent pursuant to this Section 10.2, such Lender shall designate a different lending office if such designation will avoid the need for giving rise such notice and will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such determination no longer existLender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, the Borrower shall upon demand from prepay in full such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of Loan or Convert such Lender Eurocurrency Rate Loan to a Base Rate LoansLoan, either (a) on the last day of the then current Interest Period therefor, applicable to such affected Eurocurrency Rate Loan if such Lender may lawfully continue to maintain and fund its portion of such Eurocurrency Rate Loans to such day, Loan or promptly, (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous Loan to such Lenderday.

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 Eurocurrency Offshore Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Offshore Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Offshore Rate Loans or to convert Base Rate Loans to Eurocurrency Offshore Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Offshore Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Offshore Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Offshore Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, or if such Lender determines that compliance in good faith with such Law would be impossible or impracticable, or if any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Loans that are Base Rate Loans to Eurocurrency Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, or convert all such Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderconverted.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, result in any unreimbursed cost or expense or be otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Parent Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Parent Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Parent Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Parent Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, or convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall each Loan Party shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, in the case of Eurocurrency Rate Loans other than Tranche C Term Loans, if applicable, convert all such Eurocurrency Rate Loans of such Lender to Dollar denominated Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower applicable Loan Party shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines that any Requirement of 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 Eurocurrency Rate Loans, Eurodollar Loans (whether denominated in Dollars or to determine or charge interest rates based upon the Eurocurrency Ratean Alternative Currency), then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Eurodollar Loans in the affected currency or currencies or, in the case of Eurodollar Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Eurodollar Loans (in Dollars) of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all converted, together with any amounts due, if any, in connection due with such prepayment or conversion under respect thereto pursuant to Section 3.053.14. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any Lender determines that other provision of this Agreement, if the adoption of or any change in any Law has made it unlawful, or that in the interpretation or application thereof by any relevant Governmental Authority has asserted that shall make it is unlawful, unlawful for any Lender Lender, in its reasonable determination, to fund or its applicable Lending Office maintain Tranches for which Interest is calculated by reference to make, maintain or fund Eurocurrency the LIBO Rate Loans, (each a “LIBOR Tranche”) as contemplated by this Agreement or to determine or charge interest rates based upon obtain in the Eurocurrency Rate, then, on notice thereof by such Lender to interbank Eurodollar market the Borrower through the Administrative Agent, any obligation of such Lender funds with which to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans maintain any such LIBOR Tranche, such Lender shall be suspended promptly notify the Program Agent, its Managing Agent and the Borrower thereof whereupon, until such Lender notifies the Administrative Agent Borrower and the Borrower Program Agent that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, (i) the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans obligation of such Lender to Base Rate Loansfund or maintain LIBOR Tranches shall forthwith be suspended and (ii) such Lender’s then outstanding LIBOR Tranches, either if any, shall be converted on the last day of the Tranche Period for such Tranches or within such earlier period as required by Law into Tranches that accrue Interest Period thereforbased on the Base Rate (each a “Base Rate Tranche”). Before giving any notice to the Program Agent, if its Managing Agent and the Borrower pursuant to this clause (b), such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office office as its lending office if such designation will would avoid the need for giving such notice and will would not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any Lender determines that other provision herein, if the adoption of or any change in any Requirement of Law has made or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender to make or its applicable Lending Office maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such Lender shall promptly give written notice of such circumstances to makethe Borrowers and the Administrative Agent (which notice shall be promptly withdrawn whenever such circumstances no longer exist), maintain or fund Eurocurrency Rate (b) the commitment of such Lender hereunder to make Eurodollar Loans, or continue Eurodollar Loans as such and convert a Base Rate Loan to determine or charge interest rates based upon the Eurocurrency RateEurodollar Loans shall forthwith be cancelled and, then, on notice thereof by until such Lender to the Borrower through the Administrative Agent, any obligation of time as it shall no longer be unlawful for such Lender to make or continue Eurocurrency maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Base Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans or then outstanding as Eurodollar Loans, if any, shall be converted automatically to convert Base Rate Loans on the respective last days of the then current Interest Periods with respect to Eurocurrency Rate such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrowers shall pay to such Lender such amounts, if any, as may be required pursuant to Section 3.14; provided that no such payments shall be suspended until such Lender notifies required if the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt conversion of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans Eurodollar Loan occurs within 30 days of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such LenderEurodollar Loan.

Illegality. If Notwithstanding any Lender determines that other provision hereof, if any Law has made it unlawfulapplicable law, treaty, regulation or directive, or that any Governmental Authority has asserted that change therein or in the interpretation or application thereof, shall make it is unlawful, unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Loans) to make or maintain its applicable Lending Office to make, maintain or fund Eurocurrency Rate Eurodollar Loans, or the obligation of Lenders to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to make Eurodollar Loans hereunder shall forthwith be canceled and the Borrower through shall, if any affected Eurodollar Loans are then outstanding, promptly upon request from the Administrative Agent, any obligation of either pay all such Lender to make or continue Eurocurrency Rate affected Eurodollar Loans or to convert Base Rate such affected Eurodollar Loans to Eurocurrency Rate Loans shall be suspended until into ABR Loans. If any such Lender notifies the Administrative Agent and the Borrower payment or conversion of any Eurodollar Loan is made on a day that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on is not the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans applicable to such dayEurodollar Loan, the Borrowers shall pay the Administrative Agent upon the Administrative Agent's request, such amount or promptly, if amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Lender may not lawfully continue to maintain Eurodollar Loan as a result of such Eurocurrency Rate Loans. Upon any such prepayment payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Loan. A certificate as to any additional amounts payable pursuant to the Borrower foregoing sentence submitted by any Lender to the Borrowing Agent shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderconclusive absent manifest error.

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 Eurocurrency Rate Loansits Extension of Credit using the Eurodollar Rate, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to continue its Extension of Credit or make or continue Eurocurrency Advances at the Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall either (a) agree to substitute the Base Rate for the Eurodollar Base Rate on the outstanding Extension of Credit or (b) upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans such Lender’s Extension of such Lender to Base Rate Loans, either Credit on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans its Extension of Credit to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loansits Extension of Credit. Upon any such prepayment or conversionsubstitution of the Base Rate, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans or EURIBOR Loans, as applicable, or to determine or charge interest rates based upon the Eurocurrency RateEurodollar Rate or EURIBOR Loans, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make Eurodollar Rate Loans or EURIBOR Loans or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, each such Borrower (i) may revoke any pending request for a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans or EURIBOR Loans, as the Borrower shall case may be, or (ii) shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the each such Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice notice, prepayment or conversion and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 such Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Continue Eurodollar Rate Loans or to convert Convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert Convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversionConversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05Converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the U.S. Borrower through the applicable Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the applicable Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall shall, upon demand from such Lender (with a copy to the applicable Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any other provision of this Agreement, if any Lender determines shall notify the Agent that the introduction of or any Law has made change in or in the interpretation of any law or regulation makes it unlawful, or that any Governmental Authority has asserted central bank or other governmental authority asserts that it is unlawful, for any such Lender or its applicable Eurodollar Lending Office to make, maintain or fund Eurocurrency perform its obligations hereunder to make Eurodollar Rate Loans, Advances or to determine fund or charge interest rates based upon maintain Eurodollar Rate Advances hereunder, the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans Advances or to convert Base Convert Advances into Eurodollar Rate Loans to Eurocurrency Rate Loans Advances shall be suspended until such Lender notifies the Administrative Agent shall notify the Borrower and the Borrower Lenders that the circumstances giving rise to causing such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. As to any such affected Lender, any Eurodollar Rate Loan will be funded as a Base Rate Loan.

Illegality. If any Lender reasonably 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist, which such Lender agrees to do promptly after permitted by applicable Laws. Upon receipt of such notice, the Borrower shall Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines in good faith 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If If, after the date of this Agreement, the adoption of any Lender determines that any Law has made it unlawfulapplicable law, rule, or that regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority has asserted that Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency shall make it is unlawful, unlawful or impossible for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate LoansEurodollar Borrowings, or then Lender shall so notify Borrowers. Before giving any notice pursuant to determine or charge interest rates based upon the Eurocurrency Ratethis SECTION, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office Eurodollar lending office if such designation will avoid the need for giving such notice and will not, not be otherwise disadvantageous to any non-trivial extent to Lender (as determined in the good faith judgment by Lender). Upon receipt of such Lendernotice, otherwise be materially disadvantageous Borrowers shall either (i) repay in full the then outstanding principal amount of all Eurodollar Borrowings, together with accrued interest thereon, or (ii) convert each Eurodollar Borrowing to a Base Rate Borrowing, on either (A) the last day of the then-current Interest Period applicable to such LenderEurodollar Borrowing if Lender may lawfully continue to maintain and fund such Eurodollar Borrowing to such day or (B) immediately if Lender may not lawfully continue to fund and maintain such Eurodollar Borrowing to such day, PROVIDED THAT Borrowers shall be liable for any Funding Loss arising pursuant to such conversion.

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 Eurocurrency Eurodollar Rate Loans or Screen Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate or Screen Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or Screen Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans or Screen Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans or Screen Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If If, after the Closing Date, any Lender determines Bank shall have determined that any Law has made a Regulatory Change shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender or its applicable Lending Office such Bank to make, maintain maintain, convert, continue or fund Eurocurrency Rate Loansits Loans whose interest rate is determined by reference to a then-current Benchmark to the Borrower, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on such Bank shall forthwith give notice thereof by such Lender to the Administrative Agent and the Borrower. Upon such notice (a) the Borrower through shall convert all of its then outstanding Loans based on such Benchmark from such Bank on either (i) the Administrative Agentlast day of the then current Interest Period applicable to such Loan based on such Benchmark if such Bank may lawfully continue to maintain and fund such Loan based on such Benchmark to such day or (ii) immediately if such Bank may not lawfully continue to fund and maintain such Loan based on such Benchmark to such day, to a Base Rate Loan in an equal principal amount (interest accrued on each such affected Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.10), (b) the obligation of such Lender Bank to make or continue Eurocurrency Rate Loans or make, to convert Base Rate Loans into, or to Eurocurrency Rate continue Loans based on such Benchmark shall be suspended until such Lender notifies (including pursuant to any borrowing for which the Administrative Agent has received a Notice of Election but for which the date of such conversion or continuation has not arrived), and the Borrower (c) any Notice of Election given at any time thereafter with respect to Loans based on such Benchmark shall, as to such Bank, be deemed to be a request for a conversion into Base Rate Loans, in each case until such Bank shall have determined that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower exist and shall upon demand from such Lender (with a copy to have so notified the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on and the last day of Administrative Agent shall have so notified the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such LenderBorrower.

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 Eurocurrency Term SOFR Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Term SOFR Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Term SOFR Rate Loans or to convert Base Rate Loans to Eurocurrency Term SOFR Rate Loans shall be suspended until such Lender L▇▇▇▇▇ notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Term SOFR Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Term SOFR Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Term SOFR Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender ▇▇▇▇▇▇ notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loansits Extension of Credit using the Eurodollar Rate, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to continue its Extension of Credit or make or continue Eurocurrency Advances at the Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall either (a) agree to substitute the Base Rate for the Eurodollar Base Rate on the outstanding Extension of Credit or (b) upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans such Lender's Extension of such Lender to Base Rate Loans, either Credit on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans its Extension of Credit to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loansits Extension of Credit. Upon any such prepayment or conversionsubstitution of the Base Rate, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If If, after the date of this Agreement, the adoption of any Lender determines that any Law has made it unlawfulapplicable law, rule, or that regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority has asserted that Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency shall make it is unlawful, unlawful or impossible for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate LoansEurodollar Borrowings, or then Lender shall so notify Borrower. Before giving any notice pursuant to determine or charge interest rates based upon the Eurocurrency Ratethis Section, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office Eurodollar lending office if such designation will avoid the need for giving such notice and will not, not be otherwise disadvantageous to any non-trivial extent to Lender (as determined in the good faith judgment by Lender). Upon receipt of such Lendernotice, otherwise be materially disadvantageous Borrower shall either (i) repay in full the then outstanding principal amount of all Eurodollar Borrowings, together with accrued interest thereon, or (ii) convert each Eurodollar Borrowing to a Prime Rate Borrowing, on either (A) the last day of the then-current Interest Period applicable to such LenderEurodollar Borrowing if Lender may lawfully continue to maintain and fund such Eurodollar Borrowing to such day or (B) immediately if Lender may not lawfully continue to fund and maintain such Eurodollar Borrowing to such day, provided that Borrower shall be liable for any Funding Loss arising pursuant to such conversion.

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 Eurocurrency Term SOFR Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Term SOFR Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Term SOFR Rate Loans or to convert Base Rate Loans to Eurocurrency Term SOFR Rate Loans shall be suspended until such Lender ▇▇▇▇▇▇ notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Term SOFR Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Term SOFR Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Term SOFR Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans Loans, or to convert Base Rate Loans to Eurocurrency Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall Company shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Company shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, which such Lender agrees to do promptly after permitted by applicable Laws. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency its Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Requirement of 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 Eurocurrency Rate Eurodollar Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Eurodollar Loans or to convert Base Rate Loans to Eurocurrency Rate Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer existexist (which notice a Lender shall give promptly upon such determination). Upon receipt of such notice, the Borrower shall Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Eurodollar Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office lending office for purposes of this Credit Agreement if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Eurocur rency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Bor rower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticeno ▇▇▇▇, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay pre pay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines that any Change in 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.. [[5256212]]

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 Eurocurrency Eurodollar Rate Committed Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Committed Loans or to convert Base Rate Committed Loans to Eurocurrency Eurodollar Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Committed Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforPeriod, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Committed Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Committed Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, due under Section 3.5 in connection accordance with the terms thereof due to such prepayment or conversion under Section 3.05conversion. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any the Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate Loans, or materially restricts the authority of the Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such the Lender to the Borrower through the Administrative AgentBorrower, any obligation of such the Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such the Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent)Lender, prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such the Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each The Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such the Lender, otherwise be materially disadvantageous to such the Lender.

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 such Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any change in Law has made it unlawful, or that any Governmental Authority has asserted after the Initial Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make, make or maintain or fund Eurocurrency Rate any Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation obligations of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended and (ii) the interest rate on which Loans that bear interest at the Base Rate 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 such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay such Loans or, if applicable, convert all Eurocurrency Rate Loans of such Lender that bear interest at Term SOFR to Loans that bear interest at the Base Rate Loans(the interest rate on such 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”), either on the last day of the next applicable Interest Period Payment Date therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversionprepayment, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderprepaid.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.