Common use of Illegality Clause in Contracts

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 such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall shall, during the period of such suspension suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that any Regulatory Change in Law occurring on or after the date of this Agreement has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawfulunlawful as a result of such Regulatory Change, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Eurocurrency Rate Loans whose interest is determined by reference to the Published LIBO Rate(whether denominated in US Dollars or an Alternative Currency) or Money Market LIBOR Loans, or to determine or charge interest rates based upon the Published LIBO Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of of, US Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in US Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans or to convert ABR Loans to LIBO Rate Loans make a Money Market LIBOR Loan for which a Money Market Quote has been delivered shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist (which notice and such Lender agrees to shall give promptlysuch notice promptly upon receiving knowledge that such circumstances no longer exist). Upon If a Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Eurocurrency Rate Loans or Money Market LIBOR Loans to maturity and shall so specify in a notice pursuant to the preceding sentence, upon receipt of such notice, (x) the applicable Borrower shall, upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable and such Loans are denominated in US Dollars, convert all of such Lender’s LIBO Eurocurrency Rate Loans to ABR Loans (or Money Market LIBOR Loans, as the interest rate on which ABR Loans case may be, of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurocurrency Rate Loans or Money Market LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Eurocurrency Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. 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 determination good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. (b) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Tranche B Lender or its Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or to purchase Drafts or to continue to fund or maintain Bankers’ Acceptances or BA Equivalent Notes hereunder, then, on notice thereof and demand therefor by such Tranche B Lender to TCCI through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances, Drafts and BA Equivalent Notes outstanding at such time shall, upon such demand, be deposited by TCCI with the Administrative Agent in accordance with Section 2.15(l) until the BA Maturity Date of each such Bankers’ Acceptance, Drafts and BA Equivalent Note, (ii) upon the BA Maturity Date of any Bankers’ Acceptance, Draft or BA Equivalent Note in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by TCCI) to apply such amount (or the applicable portion thereof) to the payment of such Bankers’ Acceptance, Draft or BA Equivalent Note or (iii) the obligation of the Tranche B Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and to purchase Drafts that have not been accepted by a Tranche B Lender shall be suspended until the Administrative Agent shall notify TCCI that such Tranche B Lender has determined that the circumstances causing such suspension no longer exist (and such Lender shall give such notice promptly upon receiving knowledge that such circumstances no longer exist).

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans denominated in dollars to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 Borrowers through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall shall, during the period of such suspension suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that any Regulatory Change in Law occurring on or after the date of this Agreement has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawfulunlawful as a result of such Regulatory Change, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Eurocurrency Rate Loans whose interest is determined by reference to the Published LIBO Rate(whether denominated in US Dollars or an Alternative Currency) or Money Market LIBOR Loans, or to determine or charge interest rates based upon the Published LIBO Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of of, US Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in US Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans or to convert ABR Loans to LIBO Rate Loans make a Money Market LIBOR Loan for which a Money Market Quote has been delivered shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist (which notice and such Lender agrees to shall give promptlysuch notice promptly upon receiving knowledge that such circumstances no longer exist). Upon If a Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Eurocurrency Rate Loans or Money Market LIBOR Loans to maturity and shall so specify in a notice pursuant to the preceding sentence, upon receipt of such notice, (x) the applicable Borrower shall, upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable and such Loans are denominated in US Dollars, convert all of such Lender’s LIBO Eurocurrency Rate Loans to ABR Loans (or Money Market LIBOR Loans, as the interest rate on which ABR Loans case may be, of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurocurrency Rate Loans or Money Market LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Eurocurrency Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. 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 determination good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. (b) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Tranche B Lender or its Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or to purchase Drafts or to continue to fund or maintain Bankers’ Acceptances or BA Equivalent Notes hereunder, then, on notice thereof and demand therefor by such Tranche B Lender to TCCI through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances, Drafts and BA Equivalent Notes outstanding at such time shall, upon such demand, be deposited by TCCI with the Administrative Agent in accordance with Section 2.15(l) until the BA Maturity Date of each such Bankers’ Acceptance, Drafts and BA Equivalent Note, (ii) upon the BA Maturity Date of any Bankers’ Acceptance, Draft or BA Equivalent Note in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by TCCI) to apply such amount (or the applicable portion thereof) to the payment of such Bankers’ Acceptance, Draft or BA Equivalent Note or (iii) the obligation of the Tranche B Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and to purchase Drafts that have not been accepted by a Tranche B Lender shall be suspended until the Administrative Agent shall notify TCCI that such Tranche B Lender has determined that the circumstances causing such suspension no longer exist (and such Lender shall give such notice promptly upon receiving knowledge that such circumstances no longer exist). (c) Notwithstanding any other provision of this Agreement, if in respect of any Loan made under this Agreement to TFA, it becomes unlawful or impossible (as a result of a change in law or regulation) in any jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan: (i) such Lender shall forthwith notify the Australian Sub-Agent and TFA; (ii) such Lender’s obligations under this Agreement in respect to such Loan are immediately suspended for the duration of such illegality or other effect; (iii) such Lender may, by notice to the Australian Sub-Agent and TFA, cancel such Lender’s available Tranche C Commitment with immediate effect; (iv) without limiting Sections 3.2(c)(ii) and 3.2(c)(iii), such Lender shall consult and negotiate in good faith with TFA for a period not exceeding 30 days with a view to determining whether amendments can be made to this Agreement to enable all or a part of such Loan to continue to be provided to TFA; and (v) if no such amendments are agreeable to TFA and such Lender and the illegality or other effect is continuing: (1) such Lender or TFA may notify the other party and the Australian Sub-Agent that such Loan is to be terminated and, to the extent it has not already been so cancelled in accordance with Section 3.2(c)(iii), such Lender’s available Tranche C Commitment will be cancelled as of the ninetieth day after the date such notice is delivered to the other party; and (2) TFA shall repay such Loan, together with all accrued but unpaid interest and other unpaid amounts owing in respect of such Loan, in full on: (A) the later of the last day of the current Interest Period for such Loan and the ninetieth day after notice has been given in accordance with Section 3.2(c)(v)(1); or (B) if earlier, the last day of any applicable grace period permitted by law.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 Borrowers through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans denominated in dollars to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that the introduction of any Change Requirement of Law, or any change in Law any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake Eurodollar Rate Loans, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts until the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 exist. (which notice such b) If a Lender agrees determines that it is unlawful to give promptly). Upon receipt of such noticemaintain any Eurodollar Rate Loan, (x) the Borrower shall, upon its receipt of notice of such fact and demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all of in full such Lender’s LIBO Eurodollar Rate Loans to ABR Loans (the of that Lender then outstanding, together with interest rate on which ABR Loans of such Lender shallaccrued thereon and amounts required under Section 3.7, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans (in which case Loan. If the Borrower shall not be is required to make payments pursuant to Section 2.16 in connection so prepay any Eurodollar Rate Loan, then concurrently with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionprepayment, the Borrower shall also pay accrued interest on borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan. (c) If the obligation of any Lender to make or maintain Eurodollar Rate Loans has been so prepaid terminated or converted. Each suspended, the Borrower may elect, by giving notice to the Lender agrees through the Agent that all Loans which would otherwise be made by the Lender as Eurodollar Rate Loans shall be instead Base Rate Loans. (d) Before giving any notice to the Agent under this Section, the affected Lender shall designate a different lending office Lending Office with respect to its Eurodollar Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the determination judgment of such the Lender, be illegal or otherwise be materially disadvantageous to such the Lender.

Illegality. (a) If any Lender reasonably determines that the introduction of any Change Requirement of Law, or any change in Law any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake Eurodollar Rate Loans, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts until the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 exist. (which notice such b) If a Lender agrees determines that it is unlawful to give promptly). Upon receipt of such noticemaintain any Eurodollar Rate Loan, (x) the Borrower shall, upon its receipt of notice of such fact and demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all of in full such Lender’s LIBO Eurodollar Rate Loans to ABR Loans (the of that Lender then outstanding, together with interest rate on which ABR Loans of such Lender shallaccrued thereon and amounts required under Section 3.7, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans (in which case Loan. If the Borrower shall not be is required to make payments pursuant to Section 2.16 in connection so prepay any Eurodollar Rate Loan, then concurrently with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionprepayment, the Borrower shall also pay accrued interest on borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan or Federal Funds Rate Loan. (c) If the obligation of any Lender to make or maintain Eurodollar Rate Loans has been so prepaid terminated or converted. Each suspended, the Borrower may elect, by giving notice to the Lender agrees through the Agent that all Loans which would otherwise be made by the Lender as Eurodollar Rate Loans shall be instead Base Rate Loans, or Federal Funds Rate Loans. (d) Before giving any notice to the Agent under this Section, the affected Lender shall designate a different lending office Lending Office with respect to its Eurodollar Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the determination judgment of such the Lender, be illegal or otherwise be materially disadvantageous to such the Lender.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shallto ABR Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall shall, during the period of such suspension suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any Lender reasonably determines that other provision of this Credit Agreement, if, after the Agreement Date, any Change in Law has made shall make it unlawful, or that unlawful for any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate maintain any LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loan, then, by written notice to the Borrower and to the Administrative Agent: (i) such Lender may declare that LIBOR Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into LIBOR Loans, whereupon any request for a LIBOR Borrowing or to convert an ABR Borrowing to a LIBOR Borrowing or to continue a LIBOR Borrowing, as applicable, for an additional Interest Period shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a LIBOR Loan into an ABR Loan, as applicable), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Loans made by it be converted to LIBO Rate ABR Loans, in which event all such LIBOR Loans shall be suspended and automatically converted to ABR Loans, as of the effective date of such notice as provided in the last sentence of this paragraph. In the event any Lender shall exercise its rights under clause (i) or (ii) if such notice asserts of this paragraph, all payments and prepayments of principal that would otherwise have been applied to repay the illegality of LIBOR Loans that would have been made by such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR converted LIBOR Loans of such Lender shallshall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Loans, as applicable. For purposes of this paragraph, a notice to the Borrower by any Lender shall be effective as to each LIBOR Loan made by such Lender, if necessary to avoid such illegalitylawful, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate currently applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised LIBOR Loan; in writing by all other cases such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower notice shall also pay accrued interest be effective on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid date of receipt by the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such LenderBorrower.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurodollar Loans or to convert ABR Loans to LIBO Rate Eurodollar Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurodollar Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurodollar Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall shall, during the period of such suspension suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Applicable Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Eurodollar Rate, or to determine or charge interest rates based upon the Published LIBO 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 of, Dollars in the applicable London interbank market, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Ratesuspended, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon demand from the relevant Lender (with a copy at its option, either prepay all Eurodollar Rate Loans or convert, pursuant to written notice by Borrowers the Administrative Agent), prepay or convert all of such Lender’s LIBO Eurodollar Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Base Rate component of the Alternate Base Rate) Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Eurodollar Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) 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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Eurodollar Rate Loans whose interest is determined by reference to the Published LIBO Rate(whether payable in Dollars or Canadian Dollars), or to determine or charge interest rates based upon the Published LIBO 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 Borrowers through the Administrative Applicable Agent, (i) any obligation of such Lender to make or continue LIBO Eurodollar Rate Loans or to convert ABR Base Rate Committed Loans or Canadian Prime Rate Loans, as the case may be, to LIBO Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Applicable Agent and the Applicable Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Applicable Borrower shall, upon demand from the relevant such Lender (with a copy to the Administrative Applicable Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Eurodollar Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Base Rate Loans or Canadian Prime Rate Loans, if necessary to avoid such illegalityas the case may be, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the Applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. 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 determination 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 Company may replace such Lender in accordance with Section 11.15.

Illegality. (a) If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateEurocurrency Rate Loans, or to determine or charge interest rates based upon the Published LIBO 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 marketEurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (iA) any obligation of such Lender to make or continue LIBO Eurocurrency Rate Loans or to convert ABR Base Rate Loans to LIBO Eurocurrency Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 exist, (which notice such Lender agrees to give promptly). Upon B) upon receipt of such notice, (x) the Borrower shall, shall upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all of such Lender’s LIBO Eurocurrency Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurocurrency Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such LIBO Eurocurrency Rate Loans Loans, (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such paymentC) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedconverted 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 Applicable Lending Office if such designation will avoid the need for any such notice and will not, in the determination good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. (b) If any provision of this Agreement or any of the other Loan Documents would obligate the Borrower to make any payment of interest with respect to any of the Revolving Credit Exposure or other amount payable to the Administrative Agent or any Revolving Credit Lender in an amount or calculated at a rate which would be prohibited by any Law then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by any applicable law or so result in a receipt by the Administrative Agent or such Revolving Credit Lender of interest with respect to its Revolving Credit Exposure at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid to the Administrative Agent or the affected Revolving Credit Lender under Section 2.08; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Administrative Agent or the affected Revolving Credit Lender which would constitute interest with respect to the Revolving Credit Exposure for purposes of any applicable law.

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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateEurocurrency Rate Loans, or to determine or charge interest rates based upon the Published LIBO Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of of, Dollars in the applicable London interbank market, in each case after the Closing Date then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Eurocurrency Rate Loans or to convert ABR Base Rate Loans to LIBO Eurocurrency Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon shall promptly following written demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO applicable Eurocurrency Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurocurrency Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such LIBO Eurocurrency Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedconverted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate a different lending office Lending Office if such designation will avoid the need for such notice and notice, will not, in the determination good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Eurocurrency Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall shall, during the period of such suspension suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If after the date hereof, the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the Restatement 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 reasonably determines that with any Change in 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 impossible for any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference its portion of Term Benchmark Advances, such Lender shall so notify the Agent, and the Agent shall forthwith give notice thereof to the Published LIBO Rateother Lenders and the Borrower. Before giving any notice to the Agent pursuant to this Section 6.9, or to determine or charge interest rates based upon the Published LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for giving such notice and will not, in the determination sole reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in this Agreement, the Borrower shall repay in full the then outstanding principal amount of such Lender's portion of each affected Term Benchmark Advance, together with accrued interest thereon, on either (a) the Interest Payment Date applicable to such affected Term Benchmark Advances if such Lender may lawfully continue to maintain and fund its portion of such Term Benchmark Advance to such day or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected Term Benchmark Advances to such day. Concurrently with repaying such portion of each affected Term Benchmark Advance, the Borrower may borrow a Base Rate Advance from such Lender, whether or not it would have been entitled to effect such borrowing and such Lender shall make such Advance of a Base Rate Advance, if so requested, in an amount such that the outstanding principal amount of the affected Advance made by such Lender shall equal the outstanding principal amount of such Advance immediately prior to such repayment. The obligation of such Lender to make ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Advances is suspended only until such time as it is once more possible and legal for such Lender to fund and maintain Term Benchmark Advances.

Illegality. If (a) Notwithstanding any Lender reasonably determines that any Change in Law has made it unlawfulother provision herein, or that any Governmental Authority has asserted after if the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO Rate, adoption of or any Governmental Authority has imposed material restrictions on the authority change in any Requirement of such Lender to purchase Law or sell, or to take deposits of Dollars in the applicable interbank market, then, on notice interpretation or application thereof by such Lender to the Borrower through the Administrative Agent, (i) shall make it unlawful for any obligation of such Lender to make or maintain Eurocurrency Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurocurrency Loans, continue LIBO Rate Eurocurrency Loans or to as such and convert ABR Loans to LIBO Rate Eurocurrency Loans shall forthwith be suspended cancelled and (iib) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallthen outstanding as a Eurocurrency Loan, if necessary to avoid such illegalityany, shall (i) if denominated in Dollars, be determined by the Administrative Agent without reference converted automatically to the Published LIBO Rate component of the Alternate Base Rate) either an ABR Loan on the last day of the then current Interest Period thereforwith respect to such Loan or within such earlier period as required by law and (ii) if denominated in an Optional Currency, be repaid by the relevant Borrower on the last day of the then current Interest Periods with respect to such Loan or within such earlier period as required by law. If any such conversion or repayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the relevant Borrower shall pay to such Lender such amounts, if such Lender any, as may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 2.21. (b) Notwithstanding any other provision herein, if the adoption of or any change in connection any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Revolving Credit Lender to issue, make, maintain, fund or charge interest with respect to any extension of credit to any Foreign Subsidiary Borrower or to give effect to its obligations as contemplated by this Agreement with respect to any extension of credit to any Foreign Subsidiary Borrower, then, upon written notice by such paymentRevolving Credit Lender (each such Revolving Credit Lender providing such notice, an “Impacted Lender”) to the Parent Borrower and the Administrative Agent: (yi) if the obligations of the Revolving Credit Lenders hereunder to make extensions of credit to such notice asserts Foreign Subsidiary Borrower shall forthwith be (x) suspended until each Impacted Lender notifies the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, Parent Borrower and the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal unlawful for such Revolving Credit Lender to determine issue, make, maintain, fund or charge interest rates based upon with respect to any extension of credit to such Foreign Subsidiary Borrower or (y) to the Published LIBO Rate. Upon extent required by law, cancelled; (ii) if it shall be unlawful for any Impacted Lender to maintain or charge interest with respect to any outstanding Revolving Credit Loan to such prepayment or conversionForeign Subsidiary Borrower, the such Foreign Subsidiary Borrower shall also pay accrued interest repay (or at its option and to the extent permitted by law, assign to the Parent Borrower) (x) all Revolving Credit Loans outstanding as ABR Loans made to such Foreign Subsidiary Borrower within three Business Days or such earlier period as required by law and (y) all Revolving Credit Loans outstanding as Eurocurrency Loans made to such Foreign Subsidiary Borrower on the amount so prepaid last day of the then current Interest Periods with respect to such Eurocurrency Loans or converted. Each within such earlier period as required by law; and (iii) if it shall be unlawful for any Impacted Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will notmaintain, in the determination charge interest or hold any participation with respect to any Letter of Credit issued on behalf of such LenderForeign Subsidiary Borrower, otherwise be materially disadvantageous such Foreign Subsidiary Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to the L/C Obligations with respect to such LenderLetters of Credit within three Business Days or within such earlier period as required by law.

Illegality. (a) If any Lender reasonably determines that it is unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make or maintain any Euro Term Loan, any Revolving Facility Loan denominated in Euros or any Swingline Euro Loan, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligations of such Lender to make or continue Euro Term Loans, Revolving Facility Loans denominated in Euros or Swingline Euro Loans shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon any of such notice, the applicable Borrower shall upon demand from such Lender (with a copy to the Administrative Agent) prepay such Euro Term Loan, Revolving Facility Loan denominated in Euros or Swingline Euro Loan. Upon any such prepayment, such Borrower shall also pay accrued interest on the amount so prepaid. (b) If any Lender reasonably determines that any Change change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Original Effective Date that it is unlawful, for such any Lender or its applicable lending office to make, make or maintain or fund any Eurocurrency Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 (other than as set forth in the applicable interbank marketparagraph (a) above), then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, (i) any obligation obligations of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans Borrowings to LIBO Rate Loans Eurocurrency Borrowings shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon the receipt of such notice, (x) the applicable Borrower shall, shall upon demand from the relevant such Lender (with a copy to the Administrative Agent), either (i) for Loans denominated in Euros (A) prepay each Loan denominated in Euros or (B) keep such Loan denominated in Euros outstanding, in which case the Adjusted LIBO Rate with respect to such Loan shall be deemed to be the rate determined by such Lender as the all-in-cost of funds to fund such Loan with maturities comparable to the Interest Period applicable thereto, or (ii) for Loans denominated in Dollars, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans Eurocurrency Borrowings of such Lender shallto ABR Borrowings, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the such Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination 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 such any Lender or its applicable lending office Lending Office to make, maintain or fund LIBO Rate Loans whose interest is determined by reference to the Published LIBO Rate, (whether denominated in Dollars or to determine or charge interest rates based upon the Published LIBO 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 marketEuros), then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans in the affected currency or currencies 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, (x) the Lead Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or (I) if applicable, and such Loans are denominated in Dollars, convert ABR Loans to all of such Lender’s LIBO Rate Loans shall be suspended and to Base Rate Loans (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Base Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) or (II) if applicable, and such Loans are denominated in Euros, to the extent the Lead Borrower and all Appropriate Lenders agree, convert such Loans to Loans bearing interest at an alternative rate mutually acceptable to the Lead Borrower and all of the Appropriate Lenders, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly). Upon receipt of such noticecase, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Loans; and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or convertedconverted 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 Lending Office if such designation will avoid the need for such notice and will not, in the determination good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three (3) Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or or, if applicable in the case of Eurocurrency Loans, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Eurocurrency Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall shall, during the period of such suspension suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that the introduction of any Change Requirement of Law, or any change in Law has any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has, since the Effective Date, made it unlawful, or that that, since the Effective Date, any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake LIBOR Loans, then, on notice thereof by such the Lender to the Borrower Company through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate LIBOR Loans shall be suspended and (ii) if such notice asserts until the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist exist; such notice to be promptly given upon the determination that such circumstances no longer exist. (which notice such b) If a Lender agrees determines that it is unlawful to give promptly). Upon receipt of such noticemaintain any LIBOR Loan, (x) the Borrower Company shall, upon its receipt of notice of such fact and demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR LIBOR Loans of such that Lender shallthen outstanding, if necessary together with interest accrued thereon and amounts required under Section 3.04 into a Base Rate Loan without regard to avoid such illegalityconditions precedent described in Subsection 5.02(b), be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such LIBO Rate LIBOR Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case LIBOR Loan. If the Borrower shall not be Company is required to make payments pursuant to Section 2.16 in connection so prepay any LIBOR Loan, then concurrently with such payment) and (y) if such notice asserts prepayment, the illegality Company shall borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan. (c) If the obligation of any Lender determining to make or charging interest rates based upon maintain LIBOR Loans has been so terminated or suspended, all Loans which would otherwise be made by the Published LIBO Rate, Lender as LIBOR Loans shall be instead Base Rate Loans. (d) Before giving any notice to the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionunder this Section, the Borrower affected Lender shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office Lending Office with respect to its LIBOR Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the determination judgment of such the Lender, be illegal or otherwise be materially disadvantageous to such the Lender.

Illegality. If any Lender reasonably determines that any Change in Law has made shall make it unlawful, unlawful or that impossible for any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose any Eurodollar Loan or Index Rate Loan or Base Rate Loan bearing interest is at a rate determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of Index Rate and 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 shall so notify the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference shall promptly give notice thereof to the Published LIBO Rate component of Borrower and the Alternate Base Rateother Lenders, in each case whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist (which notice exist, the obligation of such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with make Eurodollar Loans or Index Rate Loans or Base Rate Loans bearing interest at a copy rate determined by reference to the Administrative Agent)Index Rate, prepay or to continue or convert all outstanding Loans as or into Eurodollar Loans or Index Rate Loans or Base Rate Loans bearing interest at a rate determined by reference to the Index Rate, shall be suspended. In the case of the making of a Eurodollar Revolving Borrowing, Eurodollar Term Loan Borrowing, Index Rate Borrowing or a Base Rate Borrowing bearing interest at a rate determined by reference to the Index Rate, such Lender’s LIBO Revolving Loan or Term Loan, as applicable, shall be made as a Base Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component Loan as part of the Alternate same Revolving Borrowing or Term Loan Borrowing, as the case may be, for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base RateRate Loan either (i) either 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 LIBO Rate Loans Loan to such day, date or immediately, (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such LIBO Eurodollar Loan to such date, and immediately in the case of an Index Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining Loan or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate a Base Rate applicable to such Lender without Loan bearing interest at a rate determined by reference to the Published LIBO Rate component thereof until Index Rate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionAgent, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office Applicable Lending Office if such designation will would avoid the need for giving such notice and will not, in the determination of if such Lender, designation would not otherwise be materially disadvantageous to such LenderLender in the good faith exercise of its discretion.

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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateEurodollar Rate Loans, or to determine or charge interest rates based upon the Published LIBO 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 of, Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Eurodollar Rate Loans or to convert ABR Base Rate Loans to LIBO Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Eurodollar Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans. Notwithstanding the foregoing and despite the illegality for such a Lender to make, maintain or fund Eurodollar Rate Loans (in or Base Rate Loans as to which case the Borrower interest rate is determined with reference to the Eurodollar Rate, that Lender shall not be required remain committed to make payments Base Rate Loans and shall be entitled to recover interest at the Base Rate; provided that, upon any such notice by any Lender pursuant to this Section 2.16 in connection with 3.02 of the suspension of its obligation to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans, the Base Rate shall be determined without reference to clause (c) of the definition of “Base Rate”, and all Base Rate Loans shall be subject to the Base Rate (as so determined without reference to clause (c) of said definition) until such payment) and (y) if time as such notice asserts suspension of the illegality obligation of such Lender determining to make or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate continue Eurodollar Loans or to convert Base Rate applicable Loans to such Lender without reference Eurodollar Loans shall cease to the Published LIBO Rate component thereof until the Administrative Agent is advised be in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rateeffect. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If after the date hereof, the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the date hereof), or any change in interpretation or administration thereof by any Official Body, or compliance by any Lender reasonably determines that with any Change in Law has made such Applicable Law, shall make it unlawful, or that unlawful for any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rateits portion of Term Benchmark Loans, or to determine or charge interest rates based upon the Published LIBO 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 through shall so notify the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference forthwith give notice thereof to the Published LIBO Rate component thereof until other Lenders and the Borrower. Before giving any notice to the Administrative Agent is advised in writing by pursuant to this Section 8.2, such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if such designation will avoid the need for giving such notice and will not, in the determination good faith reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in this agreement, each Borrower shall repay in full the then outstanding principal amount of such Lender’s portion of each affected Term Benchmark Loan, together with accrued interest thereon, on either (a) the Interest Payment Date applicable to such affected Term Benchmark Loans if such Lender may lawfully continue to maintain and fund its portion of such Term Benchmark Loan to such day or (b) within 10 Banking Days of demand from such Lender if such Lender may not lawfully continue to fund and maintain its portion of such affected Term Benchmark Loans to such day. Concurrently with repaying such portion of each affected Term Benchmark Loan, each Borrower may borrow a Base Rate Loan from such Lender, whether or not it would have been entitled to effect such borrowing and such Lender shall make such Loan of a Base Rate Loan, if so requested, in an amount such that the outstanding principal amount of the affected Loan made by such Lender shall equal the outstanding principal amount of such Loan immediately prior to such repayment. The obligation of such Lender to make Term Benchmark Loans is suspended only until such time as it is once more possible and legal for such Lender to fund and maintain Term Benchmark Loans.

Illegality. If any Lender reasonably determines shall notify the Administrative Agent and the Company that the introduction of or any Change change in Law has made or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date asserts that it is unlawful, unlawful for such Lender or its applicable lending office Applicable Lending Office to make, maintain perform its obligations under this Agreement or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Ratemaintain Eurodollar Advances then outstanding hereunder, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the applicable Borrower shall, upon demand from no later than 10:00 a.m. (Chicago, Illinois time) (A) if not prohibited by law or regulation to maintain such Eurodollar Advances for the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component duration of the Alternate Base Rate) either Interest Period, on the last day of the Interest Period therefor, for each outstanding Eurodollar Advance or (B) if such Lender may lawfully continue prohibited by law or regulation to maintain such LIBO Rate Loans to such dayEurodollar Advances for the duration of the Interest Period, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case on the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality second Business Day following its receipt of such Lender determining or charging interest rates based upon notice, prepay all Eurodollar Advances of all of the Published LIBO RateLenders then outstanding, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay together with accrued interest on the principal amount so prepaid or convertedto the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such prepayment being made on such date, (ii) each Lender shall simultaneously make a Base Rate Advance or, if not otherwise prohibited, make an Eurodollar Advance in an amount equal to the aggregate principal amount of the affected Eurodollar Advances, and (iii) the right of the Borrowers to select Eurodollar Advances shall be suspended until such Lender shall notify Administrative Agent that the circumstances causing such suspension no longer exist. Each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and subject to legal and regulatory restrictions) to designate a different lending office Applicable Lending Office if the making of such designation will would avoid the need for such notice effect of this paragraph and will would not, in the determination reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender. If the condition requiring the prepayment under this paragraph shall continue for such Lender for 90 days, such Lender may be replaced in accordance with the procedures in Section 2.13.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurodollar Loans or to convert ABR Loans to LIBO Rate Eurodollar Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on such ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published Adjusted LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all Eurodollar Loans of such Lender’s LIBO Rate Loans Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published Adjusted LIBO Rate component of the Alternate Base Rate) ), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurodollar Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that any Change in Law has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office Lending Office to makemake or maintain LIBOR Rate Loans in any Applicable Currency or, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketcase of any Canadian Lender, BA Equivalent Rate Loans, then, on notice thereof by such the Lender to the Applicable Borrower through the Administrative Agent, (i) Applicable Agent any obligation of such Lender to make make, convert or continue LIBO LIBOR Rate Loans in such Applicable Currency or to convert ABR Loans to LIBO BA Equivalent Rate Loans Loans, as the case may be, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Applicable Agent and the Applicable Borrower that the circumstances giving rise to such determination no longer exist and until such time such Lender's commitment shall be only to make an ABR Loan, or Prime Rate Loan with respect to the Canadian Facility, when a LIBOR Rate Loan is requested in such Applicable Currency or, in the case of any Canadian Lender, when a BA Equivalent Rate Loan is requested. (which notice such b) If a Lender agrees determines that it is unlawful to give promptly). Upon receipt maintain any LIBOR Rate Loan in any Applicable Currency or, in the case of such noticeany Canadian Lender, BA Equivalent Rate Loans, (x) the Borrower shallwith respect to any such LIBOR Rate Loan that is an Offshore U.S. Dollar Loan, upon demand from the relevant Lender (with a copy such Loan shall be automatically converted to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to an ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) Loan either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO LIBOR Rate Loan to such day, or immediately if not, and (y) with respect to any other LIBOR Rate Loan or BA Equivalent Rate Loan, the Applicable Borrower shall, upon their receipt of notice of such fact and demand from such Lender (with a copy to the Applicable Agent), prepay in full such LIBOR Rate Loans or BA Equivalent Rate Loans, as applicable, of such Lender then outstanding in such Applicable Currency, together with interest accrued thereon and amounts required under Section 4.4, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Rate Loan or such BA Equivalent Rate Loan to such day, or immediately, if not. If Canadian Borrower is required to so prepay any BA Equivalent Rate Loan, then concurrently with such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the prepayment, Canadian Borrower shall not be required borrow from the affected Lender a Prime Rate Loan. (c) Before giving any notice to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionunder this Section, the Borrower affected Lender shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office Lending Office with respect to its LIBOR Rate Loans or BA Equivalent Rate Loans or take other appropriate action if such designation or other action will avoid the need for such giving notice and will not, in the determination judgment of such Lender, be illegal or 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 such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans denominated in dollars to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If after the date hereof (a) any Lender reasonably determines shall determine that the introduction of any Change Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to makemake or maintain LIBOR Rate Loans or (b) any Lender determines in good faith (which determination shall, maintain absent manifest error, be final and conclusive and binding upon all parties hereto) that (i) it has become impracticable as a result of a circumstance that adversely affects the London interbank market or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority position of such Lender in such market to purchase make or sell, or to take deposits of Dollars in the applicable interbank marketmaintain LIBOR Rate Loans, then, in each case, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, (i) any the obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO LIBOR Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the shall have notified Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist exists. (which notice such a) Subject to clause (c) below, if any Lender agrees shall determine that it is unlawful to give promptly). Upon receipt of such noticemaintain any LIBOR Rate Loan, (x) the Applicable Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), shall prepay or convert in full all of such Lender’s LIBO LIBOR Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallthen outstanding, if necessary to avoid such illegalitytogether with interest accrued thereon, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, thereof if such Lender may lawfully continue to maintain such LIBO LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO LIBOR Rate Loans (in which case the Borrower shall not be Loans, together with any amounts required to make payments be paid in connection therewith pursuant to Section 2.16 in connection with such payment10.4. (b) and (y) if such notice asserts If the illegality obligation of such any Lender determining to make or charging interest rates based upon the Published LIBO Ratemaintain LIBOR Rate Loans has been terminated, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable Borrower Representative may elect, by giving notice to such Lender without reference to the Published LIBO Rate component thereof until the through Administrative Agent is advised in writing that all Loans which would otherwise be made by any such Lender that it is no longer illegal for such as LIBOR Rate Loans shall be instead Base Rate Loans or Canadian Index Rate Loans, as applicable. (c) Any Lender claiming any additional amounts payable pursuant to determine or charge interest rates based upon this Section 10.2 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different jurisdiction of its applicable lending office if the making of such designation will a change would avoid the need for for, or reduce the amount of, any such notice additional amounts that would be payable or may thereafter accrue and will would not, in the sole determination of such Lender, be illegal or otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Applicable Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateLoans, or to determine or charge interest rates based upon the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on materially restricts the authority of such Lender to purchase or sell, or to take deposits of of, Dollars in the applicable interbank marketor to determine or charge interest rates based upon LIBOR, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or the Obligations or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the accruing interest rate on which is determined calculated by reference to the Published LIBO Reference Rate component to be Loans calculated by LIBOR or to convert Loans accruing interest calculated by reference to LIBOR to be Loans calculated by reference to clause (iii) of the Alternate Base Ratedefinition of Reference Rate (where the Reference Rate is also calculated based off LIBOR in accordance with the definition thereof), the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, shall be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptlydo promptly upon becoming aware that such circumstances no longer exist). Upon receipt of such notice, notice that a Lender cannot make or continue Loans based on the LIBOR Rate: (xi) the Borrower Borrowers shall, upon demand from the relevant such affected Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO LIBOR Rate Loans to ABR Reference Rate Loans (the with an interest rate on which ABR Loans of such Lender that shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO LIBOR Rate component of the Alternate Base Reference Rate) ), either on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such LIBO LIBOR Rate Loans to such day, or immediatelyor, if such Lender may not lawfully continue to maintain such LIBO LIBOR Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Loans, then immediately; and (yii) if such notice asserts the illegality of such affected Lender determining or charging interest rates based upon the Published LIBO LIBOR Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Reference Rate applicable to such affected Lender without reference to the Published LIBO LIBOR Rate component thereof until the Administrative Agent is advised in writing by such affected Lender that it is no longer illegal for such affected Lender to determine or charge interest rates based upon the Published LIBO LIBOR Rate. Upon any prepayment of any such prepayment or conversionLoans, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or convertedprepaid. Each Lender agrees to designate a different lending office Lending Office if such designation will avoid the need for such notice or suspension and will not, in the determination 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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateLIBOR Loans, or to determine or charge interest rates based upon the Published LIBO LIBOR Base 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 of, dollars in the applicable London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative AgentAgent (a “LIBOR Suspension Notice”), (i) any obligation of such Lender to make or continue LIBO Rate LIBOR Loans or to convert ABR Reference Rate Loans to LIBO Rate LIBOR Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such noticeLIBOR Suspension Notice, (x) the Borrower shall, upon demand from the relevant such Lender (with a copy to the Administrative Agent), repay, prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR LIBOR Loans of such Lender shallto Reference Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLIBOR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Delivery of a LIBOR Suspension Notice shall not affect the obligation of any other Lender agrees to designate make, maintain and fund LIBOR Loans under the terms of this Agreement, unless such other Lender also delivers a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such LenderLIBOR Suspension Notice under this Section 3.2.

Illegality. If (a) Notwithstanding any other provision of this Agreement, if any Lender reasonably determines shall notify the Agent that the introduction of or any Change change in Law has made or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date asserts that it is unlawful, for such any Lender or its applicable lending office Eurodollar Lending Office to make, maintain or fund Loans whose interest is determined by reference perform its obligations hereunder to the Published LIBO Rate, make Eurodollar RateAdjusted Term SOFR Advances or to determine fund or charge interest rates based upon the Published LIBO 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 through the Administrative Agentmaintain Eurodollar RateAdjusted Term SOFR Advances hereunder, (i) any obligation of each Eurodollar RateAdjusted Term SOFR Advance will automatically, upon such Lender to make demand, Convert into a Base Rate Advance or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended a Revolving Credit Advance that bears interest at the rate set forth in Section 2.06(a)(i), as the case may be, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component obligation of the Alternate Base Rate, Lenders to make Eurodollar RateAdjusted Term SOFR Advances or to Convert Revolving Credit Advances into Eurodollar RateAdjusted Term SOFR Advances shall be suspended until the interest rate on ABR Loans of Agent shall notify the Borrower and the Lenders that the circumstances causing such Lender shall, if necessary to avoid such illegality, be determined by suspension no longer exist. (b) If a Conversion occurs or the Administrative Agent without reference to the Published LIBO Rate component obligation of the Alternate Base RateLenders to make Eurodollar RateAdjusted Term SOFR Advances or to Convert Revolving Credit Advances into Eurodollar RateAdjusted Term SOFR Advances is suspended, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly). Upon receipt of such noticecase, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with 2.11(a), then the Lender causing such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent Conversion and/or suspension shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees use reasonable efforts to designate a different lending office if such designation will avoid the need Applicable Lending Office for such notice funding or booking its Revolving Credit Advances hereunder or to assign its rights and will notobligations hereunder to another of its offices, branches or affiliates, if, in the determination judgment of such Lender, such designation or assignment (i) would reinstate the Lenders’ obligations to make Eurodollar RateAdjusted Term SOFR Advances and to Convert Revolving Credit Advances into Eurodollar RateAdjusted Term SOFR Advances and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Illegality. (a) If any Lender reasonably and in good faith determines that the introduction of any Change Requirement of Law, or any change in Law any Requirement of Law, or in the interpretation or administration of any Requirement of Law, after the Closing Date, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake Eurodollar Rate Loans, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts until the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 exist. (which notice b) If a Lender reasonably and in good faith determines that it is unlawful for such Lender agrees to give promptly). Upon maintain any Eurodollar Rate Loan after the Closing Date, upon the Borrower’s receipt of written notice of such notice, (x) the Borrower shall, upon fact and demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Eurodollar Rate Loans to ABR Loans (the interest rate on which ABR Loans of such that Lender shallthen outstanding, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans (in which case Loan, shall convert to a Base Rate Loan on such applicable date and on such date the Borrower shall not be pay to the applicable Lender accrued interest on such Eurodollar Rate Loan along with all amounts required under Section 3.04. (c) If the obligation of any Lender to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base maintain Eurodollar Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine Loans has been so terminated or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionsuspended, the Borrower may elect, by giving notice to the Lender through the Administrative Agent, that all Revolving Loans which would otherwise be made or maintained by the Lender as Eurodollar Rate Loans shall also pay accrued interest on the amount so prepaid or converted. Each instead be Base Rate Loans. (d) If any Lender agrees gives a notice pursuant to this Section 3.02, then such Lender shall use reasonable efforts to designate a different lending office if such designation will avoid the need Lending Office for such notice funding or booking its Eurodollar Rate Loans hereunder or to assign its rights and will notobligations hereunder to another of its offices, branches or affiliates, if, in the determination judgment of such Lender, such designation or assignment (i) would eliminate the need for the notice pursuant to this Section 3.02, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such LenderLender in any material economic, legal or regulatory respect.

Illegality. If any Change of Law shall make it unlawful or impossible for any Lender reasonably determines that to make or maintain any Change in Law has made it unlawfulLIBOR Loan or LIBOR Portion, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to shall immediately notify the Published LIBO Rate, or to determine or charge interest rates based upon Administrative Agent and the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority Borrower in writing of such Lender to purchase or sell, or to take deposits Change of Dollars in the applicable interbank market, then, on notice thereof by Law. Upon receipt of such Lender to the Borrower through the Administrative Agentnotice, (i) any obligation of the Borrower’s right to request the making of, conversion to or a new Interest Period for LIBOR Loans or LIBOR Portions with respect to such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended terminated, and (ii) if the Borrower shall, at the request of such notice asserts the illegality Lender, either (A) pursuant to Section 2.01(e), convert any such then outstanding LIBOR Loans or LIBOR Portions of such Lender making into Base Rate Loans or maintaining ABR Loans Base Rate Portions, as the interest rate on which is determined by reference to case may be, at the Published LIBO Rate component end of the Alternate Base Rate, the interest rate on ABR current Interest Period for such LIBOR Loans or LIBOR Portions or (B) immediately repay or convert any such LIBOR Loans or LIBOR Portions of such Lender shall, if necessary such Lender shall notify the Borrower that such Lender may not lawfully continue to avoid fund and maintain such illegality, LIBOR Loans or LIBOR Portions. Any conversion or prepayment of LIBOR Loans or LIBOR Portions made pursuant to the preceding sentence prior to the last day of an Interest Period for such LIBOR Loans or LIBOR Portions shall be determined by deemed a prepayment thereof for purposes of Section 2.13. After any Lender notifies the Administrative Agent without reference to and the Published LIBO Rate component Borrower of the Alternate Base Rate, in each case such a Change of Law and until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal unlawful or impossible for such Lender to determine make or charge interest rates based upon maintain a LIBOR Loan or a LIBOR Portion, all Revolving Loans and all Portions of the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination Term Loan of such LenderLender shall be Base Rate Loans and Base Rate Portions, otherwise be materially disadvantageous to such Lenderrespectively.

Illegality. (a) If any Lender reasonably determines shall determine that the introduction of any Change Applicable Law, or any change in any Applicable Law or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake Eurodollar Rate Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any the obligation of such that Lender to make make, convert into or continue LIBO Eurodollar Rate Loans or to convert ABR Loans to LIBO Rate Loans Loans, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies shall have notified the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist exist. (which notice such b) If a Lender agrees shall determine that it is unlawful to give promptly). Upon receipt of such noticemaintain any Eurodollar Rate Loan, (x) the Borrower shallshall prepay in full all Eurodollar Rate Loans of that Lender then outstanding, upon demand from the relevant Lender (together with a copy to the Administrative Agent)interest accrued thereon, prepay or convert all of such Lender’s LIBO Eurodollar Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallinto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, thereof if such Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediately, upon request therefor if such Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans (in which case until the Borrower shall not be last day of the Interest Period, together with any amounts required to make payments be paid in connection therewith pursuant to Section 2.16 2.11. (c) If the Borrower is required to prepay any Eurodollar Rate Loan immediately as provided in connection Section 2.12(b), then concurrently with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionprepayment, the Borrower shall also pay accrued interest on borrow from the affected Lender, in the amount so prepaid of such repayment, a Base Rate Loan. (d) If the obligation of any Lender to make or converted. Each maintain Eurodollar Rate Loans has been terminated, the Borrower may elect, by giving notice to such Lender agrees through the Administrative Agent that all Loans which would otherwise be made by such Lender as Eurodollar Rate Loans shall instead be Base Rate Loans. (e) Before giving any notice to the Administrative Agent pursuant to this Section 2.12, the affected Lender shall designate a different lending office Eurodollar Office with respect to its Eurodollar Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the determination judgment of such Lender, be illegal or otherwise be materially disadvantageous to such Lender. (f) If the Borrower is required to pay additional amounts to any Lender or the Administrative Agent pursuant to Section 2.12, then such Lender shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to take such actions (including, if applicable, to change the jurisdiction of its Applicable Lending Office) so as to minimize any such additional payment by the Borrower which may thereafter accrue if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender.

Illegality. If after the Agreement Date the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the Agreement 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 reasonably determines that with any Change in Law has made directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawfulunlawful or impossible, or that any Governmental Authority has asserted after the Closing Date such governmental authority, central bank or comparable agency shall assert that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateEurodollar Loans, or to determine or charge interest rates based upon the Published LIBO 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 through shall so notify the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference forthwith give notice thereof to the Published LIBO Rate component thereof until other Lenders and Duratek. Before giving any notice to the Administrative Agent is advised in writing by pursuant to this Section 10.2, such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for giving such notice and will not, in the determination sole judgment of such Lender, be otherwise be materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, (a) the obligation of the Lenders to make or continue Eurodollar Loans shall be suspended until the Administrative Agent shall notify Duratek and the Lenders that the circumstances causing such suspension no longer exist and (b) unless Duratek, within three (3) Business Days thereafter, converts all Eurodollar Loans into Base Rate Loans in accordance with the terms of this Agreement, Duratek shall repay in full the then outstanding principal amount of each affected Eurodollar Loan of such Lender, together with accrued interest thereon and any reimbursement required under Section 2.11 hereof, on either (i) the last day of the then current Interest Period applicable to such affected Eurodollar Loans if such Lender may lawfully continue to maintain and fund such Eurodollar Loans to such day or (ii) immediately if such Lender may not lawfully continue to fund and maintain such affected Eurodollar Loans to such day. Concurrently with repaying each affected Eurodollar Loan of such Lender, notwithstanding anything contained in Article 2 or Article 3 hereof, Duratek may borrow a Base Rate Loan from such Lender, and such Lender shall make such Base Rate Loan, if so requested, in an amount such that the outstanding principal amount held by such Lender shall equal the outstanding principal amount immediately prior to such repayment.

Illegality. If Notwithstanding any other provision of this Agreement, if any Lender reasonably determines shall notify the Administrative Agent that the introduction of or any Change change in Law has made or in the interpretation of any law, rule or regulation makes it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date asserts that it is unlawful, for such any Lender or its applicable lending office Eurodollar Lending Office to make, maintain perform its obligations hereunder to make Eurodollar Rate Advances or fund Loans whose interest is determined by reference to the Published LIBO Ratepurchase Discounted Notes, or to determine fund or charge interest rates based upon the Published LIBO Ratemaintain Eurodollar Rate Advances or Discounted Notes, or any Governmental Authority has imposed material restrictions on the authority (a) each Eurodollar Rate Advance of such Lender to purchase or sellwill automatically, 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, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthen in effect therefor if permitted by applicable law or otherwise upon demand, if such Lender may lawfully continue to maintain such LIBO Convert into a Base Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Advance and (yb) if such notice asserts the illegality obligation of such Lender determining to make Eurodollar Rate Advances, to Convert Revolving Credit Advances into Eurodollar Rate Advances or charging interest rates based upon the Published LIBO Rate, to purchase Discounted Notes shall be suspended until the Administrative Agent shall during notify the period of Borrowers (promptly following notice from such Lender) that the circumstances causing such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon exist; provided, however, that before making any such prepayment or conversiondemand, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office Eurodollar Lending Office if the making of such a designation will avoid the need for would allow such notice Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances, and will to purchase Discounted Notes, or to continue to fund or maintain Eurodollar Rate Advances or Discounted Notes, and would not, in the determination reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender. If the obligation of a Lender to make Eurodollar Rate Advances or to purchase Discounted Notes is suspended pursuant to this Section 2.11, then, until the circumstances causing such suspension no longer apply to such Lender, all Eurodollar Rate Advances that would otherwise be made, and all Discounted Notes that would otherwise be purchased, by such Lender as part of any Revolving Credit Borrowing shall be made instead as Base Rate Advances, and all payments of principal of and interest on such Base Rate Advances shall be made at the same time as payments on the Eurodollar Rate Advances or the Discounted Notes, as the case may be, otherwise comprising part of such Revolving Credit Borrowing.

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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateEurodollar Rate Loans, or to determine or charge interest rates based upon the Published LIBO 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 of, Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Eurodollar Rate Loans or to convert ABR Base Rate Loans to LIBO Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Eurodollar Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans. Notwithstanding the foregoing and despite the illegality for such a Lender to make, maintain or fund Eurodollar Rate Loans (in or Base Rate Loans as to which case the Borrower interest rate is determined with reference to the Eurodollar Rate, that Lender shall not be required remain committed to make payments Base Rate Loans and shall be entitled to recover interest at the Base Rate; provided that, upon any such notice by any Lender pursuant to this Section 2.16 in connection with 3.02 of the suspension of its obligation to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans, the Base Rate shall be determined without reference to clause (c) of the definition of "Base Rate", and all Base Rate Loans shall be subject to the Base Rate (as so determined without reference to clause (c) of said definition) until such payment) and (y) if time as such notice asserts suspension of the illegality obligation of such Lender determining to make or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate continue Eurodollar Loans or to convert Base Rate applicable Loans to such Lender without reference Eurodollar Loans shall cease to the Published LIBO Rate component thereof until the Administrative Agent is advised be in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rateeffect. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Adjusted Term SOFR Rate, or to determine or charge interest rates based upon the Published LIBO Adjusted Term SOFR 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Term Benchmark Loans or to convert ABR Loans to LIBO Rate Loans Term Benchmark Loans, as applicable, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), in the case of Term Benchmark Loans, prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Term Benchmark Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Term Benchmark Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Term Benchmark Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Adjusted Term SOFR Rate, the Administrative Agent shall shall, during the period of such suspension suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate Adjusted Term SOFR Rate, as applicable, component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Adjusted Term SOFR Rate, as applicable. Each ▇▇▇▇▇▇ agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Term SOFR Rate, as applicable. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Without duplication of any other rights that any Lender reasonably has hereunder, if any Lender determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, unlawful for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 of, any LIBO Quoted Currency in the applicable London interbank market, then, on notice thereof by such Lender to the Borrower through and the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans Eurocurrency Borrowings or to convert ABR Loans Borrowings to LIBO Rate Loans Eurocurrency Borrowings shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans Eurocurrency Borrowings the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans Borrowings of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert A) all Eurocurrency Borrowings in Dollars of such Lender’s LIBO Rate Loans Lender shall automatically convert to ABR Loans Borrowings (the interest rate on which ABR Loans Borrowings of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) and (B) all Eurocurrency Borrowings in an Agreed Foreign Currency of such Lender shall accrue interest at the rate equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), in each case either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans Eurocurrency Borrowings (in which case the event Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such paymentpay any yield maintenance, breakage or similar fees) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees To the extent any Eurocurrency Borrowing so converted is in an Agreed Foreign Currency, such Eurocurrency Borrowing shall be converted to designate a different lending office if such designation will avoid Dollars based on the need for such notice and will not, in the determination Dollar Equivalent of such Lender, otherwise be materially disadvantageous to Borrowing at the time of such Lenderconversion.

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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateEurodollar Rate Loans, or to determine or charge interest rates based upon the Published LIBO RateEurodollar Rate or receive the benefit of a Guarantee from a Guarantor, or any Governmental Authority has imposed material restrictions on receive the authority benefit of such Lender to purchase security over the assets or sellshares of a Guarantor, or to take deposits of Dollars in the applicable interbank marketdo business with a Guarantor, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Eurodollar Rate Loans or to convert ABR Base Rate Loans to LIBO Eurodollar Rate Loans or with respect to the activity that is unlawful shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, shall upon demand from the relevant such Lender (with a copy to the Administrative Agent), either, at the direction of the Lender, (i) agree that such Guarantor shall not become a Guarantor with respect to the Lender and/or agree that the Lender shall not receive the benefit of a Guarantee from a Guarantor, or receive the benefit of security over the assets or shares of such Guarantor, or do business with such Guarantor or (ii) prepay or or, if applicable, convert all of such Lender’s LIBO applicable Eurodollar Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedconverted 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 Lending Office if such designation will avoid the need for such notice and will not, in the determination 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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateEurocurrency Rate Loans, or to determine or charge interest rates based upon the Published LIBO Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of of, Dollars in the applicable London interbank market, in each case after the Closing Date then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Eurocurrency Rate Loans Loans, or to convert ABR Base Rate Loans to LIBO Eurocurrency Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon shall promptly following written demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO applicable Eurocurrency Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurocurrency Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such LIBO Eurocurrency Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedconverted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate a different lending office Lending Office if such designation will avoid the need for such notice and notice, will not, in the determination good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that the introduction of, or any Change change in Law or in the interpretation or administration of, any Applicable Law, in each case after the date hereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake Eurocurrency Rate Loans, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Eurocurrency Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees shall deliver promptly after such circumstances cease to give promptlyexist). Upon receipt of , at which time such noticeLender shall notify the Administrative Agent and the Borrowers and such Lender’s obligation to make Eurocurrency Rate Loans shall be reinstated. (a) If a Lender determines that it is unlawful to maintain any Eurocurrency Rate Loan, (x) the Borrower Borrowers shall, upon its receipt of notice of such fact and demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all of in full such Lender’s LIBO Eurocurrency Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallthen outstanding, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) together with interest accrued thereon and amounts required under Section 2.14 either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such LIBO Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Eurocurrency Rate Loans. (b) If the obligation of a Lender to make Eurocurrency Rate Loans (in which case has been suspended or a Lender may no longer maintain Eurocurrency Rate Loans, then concurrently with the Borrower shall not be making of any Eurocurrency Rate Loan by the other Lenders or with any prepayment required to make payments pursuant to Section 2.16 in connection with such paymentclause (b) and (y) if such notice asserts the illegality of above, such Lender determining shall (without regard to whether the conditions specified in Section 4.2 have been satisfied in the case of Loans made pursuant to clause (b)) make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the applicable Borrowing and, so long as such circumstances shall continue, all Loans that such Lender would otherwise make or charging interest rates based upon the Published LIBO Rate, maintain as Eurocurrency Rate Loans shall instead be made or maintained as Base Rate Loans. (c) Before giving any notice to the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionunder this Section 2.13, the Borrower affected Lender shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office Lending Office with respect to its Eurocurrency Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the determination good faith judgment of such Lender, be illegal or otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any change in applicable law, rule or regulation or in the interpretation thereof makes it unlawful for any Lender reasonably determines that to make or continue to maintain any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Eurodollar Loans whose interest is determined by reference to the Published LIBO RateAdjusted LIBOR or Adjusted EURIBOR, or to determine or charge interest rates based upon the Published LIBO Rateperform its obligations as contemplated hereby with respect to such Eurodollar Loans, 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 shall promptly give notice thereof by such Lender to the Borrower through and the Administrative Agent, (i) any obligation of Agent and such Lender’s obligations to make or maintain Eurodollar Loans in the affected currency or currencies under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or continue LIBO maintain Eurodollar Loans in such affected currency or currencies. In the case of Eurodollar Loans denominated in Dollars, such Lender may require that such affected Eurodollar Loans be converted to Base Rate Loans or to convert ABR Loans to LIBO from such Lender automatically on the effective date of the notice provided above, and such Base Rate Loans shall not be suspended made ratably by the Lenders but only from such affected Lender. In the case of Euro Term B Loans, to the extent the Borrower and (ii) if such notice asserts the illegality of applicable Lenders agree, such Lender making or maintaining ABR may convert such Loans the to Loans bearing interest at an alternative rate on which is determined by reference mutually acceptable to the Published LIBO Rate component Borrower and all of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rateapplicable Lenders, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such LIBO Rate Euro Term B Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Euro Term B Loans; provided, however, that if the Borrower and the applicable Lenders cannot agree within a reasonable time on an alternative rate for such Euro Term B Loans, the Borrower may, at its discretion, either (i) prepay such Euro Term B Loans or (ii) maintain such Euro Term B Loans outstanding, in which case, the interest rate payable to the applicable Lender on such Euro Term B Loans will be the rate determined by such Lender as its cost of funds to fund a Borrowing of such Euro Term B Loans with maturities comparable to the Interest Period applicable thereto plus the Applicable Margin unless the maintenance of such Euro Term B Loans outstanding on such basis would not stop the conditions described in the first sentence of this Section 8.2 from existing (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with prepay such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLoans). Each Lender agrees to designate a different lending office if such designation will avoid notify the need Administrative Agent and the Borrower in writing promptly following any date on which it becomes lawful for such notice Lender to make and will not, in the determination of such Lender, otherwise be materially disadvantageous maintain Eurodollar Loans or give effect to such Lenderits obligations as contemplated hereby with respect to any Eurodollar Loan.

Illegality. If Notwithstanding anything to the contrary in Section 3.12, if after the date hereof, the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the date hereof), or any change in interpretation or administration thereof by any Official Body, or compliance by any Lender reasonably determines that with any Change in Law has made such Applicable Law, shall make it unlawful, or that unlawful for any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rateits portion of Term Benchmark Loans, or to determine or charge interest rates based upon the Published LIBO 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 through shall so notify the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference forthwith give notice thereof to the Published LIBO Rate component thereof until other Lenders and the Borrowers. Before giving any notice to the Administrative Agent is advised in writing by pursuant to this Section 3.13, such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for giving such notice and will not, in the determination good faith reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in this agreement, the Borrowers shall repay in full the then outstanding principal amount of such Lender's portion of each affected Term Benchmark Loan, together with accrued interest thereon, on either (a) the Interest Payment Date applicable to such affected Term Benchmark Loans if such Lender may lawfully continue to maintain and fund its portion of such Term Benchmark Loan to such day or (b) within 10 Banking Days of demand from such Lender if such Lender may not lawfully continue to fund and maintain its portion of such affected Term Benchmark Loans to such day. Concurrently with repaying such portion of each affected Term Benchmark Loan, the Borrowers may borrow a Base Rate Canada Loan from such Lender, whether or not they would have been entitled to effect such borrowing and such Lender shall make such Loan of a Base Rate Canada Loan, if so requested, in an amount such that the outstanding principal amount of the affected Loan made by such Lender shall equal the outstanding principal amount of such Loan immediately prior to such repayment. The obligation of such Lender to make Term Benchmark Loans is suspended only until such time as it is once more possible and legal for such Lender to fund and maintain Term Benchmark Loans.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans denominated in dollars to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (xa) the Borrower shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (yb) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, in the case of Loans denominated in Dollars, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shallto ABR Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall shall, during the period of such suspension suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination 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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateRate Loans, or to determine or charge interest rates based upon the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of of, Dollars in the applicable London interbank market, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Convert Base Rate Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert or, if applicable, Convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversionConversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or convertedConverted. Each If the commitment of any Lender agrees with respect to designate a different lending office if LIBO Rate Loans is suspended pursuant to this Section and such designation will avoid Lender shall have obtained actual knowledge that it is once again legal for it to make or maintain LIBO Rate Loans, such Lender shall promptly notify the need for Administrative Agent and the Lead Borrower thereof and, upon receipt of such notice and will notby the Lead Borrower, in the determination of such Lender, otherwise ’s commitment to make or maintain LIBO Rate Loans shall be materially disadvantageous to such Lenderreinstated.

Illegality. If after the Third Amended and Restated Credit Agreement Effective Date the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the Third Amended and Restated Credit Agreement 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 reasonably determines that with any Change in Law has made directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawfulunlawful or impossible, or that any Governmental Authority has asserted after the Closing Date such governmental authority, central bank or comparable agency shall assert that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateEurodollar Option Loans, or to determine or charge interest rates based upon the Published LIBO 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 through shall so notify the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference forthwith give notice thereof to the Published LIBO Rate component thereof until other Lenders and EnergySolutions. Before giving any notice to the Administrative Agent is advised in writing by pursuant to this Section 10.2, such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for giving such notice and will not, in the determination sole judgment of such Lender, be otherwise be materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, (a) the obligation of the Lenders to make or continue Eurodollar Option Loans shall be suspended until the Administrative Agent shall notify EnergySolutions and the Lenders that the circumstances causing such suspension no longer exist and (b) unless EnergySolutions, within three (3) Business Days thereafter, converts all Eurodollar Option Loans into Base Rate Option Loans in accordance with the terms of this Agreement, EnergySolutions shall repay in full the then outstanding principal amount of each affected Eurodollar Option Loan of such Lender, together with accrued interest thereon and any reimbursement required under Section 2.11 hereof, on either (i) the last day of the then current Interest Period applicable to such affected Eurodollar Option Loans if such Lender may lawfully continue to maintain and fund such Eurodollar Option Loans to such day or (ii) immediately if such Lender may not lawfully continue to fund and maintain such affected Eurodollar Option Loans to such day. Concurrently with repaying each affected Eurodollar Option Loan of such Lender, notwithstanding anything contained in Article 2 or Article 3 hereof, EnergySolutions may borrow a Base Rate Option Loan from such Lender, and such Lender shall make such Base Rate Option Loan, if so requested, in an amount such that the outstanding principal amount held by such Lender shall equal the outstanding principal amount immediately prior to such repayment.

Illegality. If after the date hereof (a) any Lender reasonably determines shall determine that the introduction of any Change Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to makemake or maintain LIBOR Rate Loans or (b) any Lender determines in good faith (which determination shall, maintain absent manifest error, be final and conclusive and binding upon all parties hereto) that (i) it has become impracticable as a result of a circumstance that adversely affects the London interbank market or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority position of such Lender in such market to purchase make or sell, or to take deposits of Dollars in the applicable interbank marketmaintain LIBOR Rate Loans, then, in each case, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any the obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO LIBOR Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the shall have notified Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist exists. (which notice such a) Subject to clause (c) below, if any Lender agrees shall determine that it is unlawful to give promptly). Upon receipt of such noticemaintain any LIBOR Rate Loan, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), shall prepay or convert in full all of such Lender’s LIBO LIBOR Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallthen outstanding, if necessary to avoid such illegalitytogether with interest accrued thereon, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, thereof if such Lender may lawfully continue to maintain such LIBO LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO LIBOR Rate Loans (in which case the Borrower shall not be Loans, together with any amounts required to make payments be paid in connection therewith pursuant to Section 2.16 in connection with such payment10.4. (b) and (y) if such notice asserts If the illegality obligation of such any Lender determining to make or charging interest rates based upon the Published LIBO Ratemaintain LIBOR Rate Loans has been terminated, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable Borrower may elect, by giving notice to such Lender without reference to the Published LIBO Rate component thereof until the through Administrative Agent is advised in writing that all Loans which would otherwise be made by any such Lender that it is no longer illegal for such as LIBOR Rate Loans shall be instead Base Rate Loans. (c) Any Lender claiming any additional amounts payable pursuant to determine or charge interest rates based upon this Section 10.2 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different jurisdiction of its applicable lending office if the making of such designation will a change would avoid the need for for, or reduce the amount of, any such notice additional amounts that would be payable or may thereafter accrue and will would not, in the sole determination of such Lender, be illegal or otherwise be materially disadvantageous to such Lender.

Illegality. If with respect to any Lender reasonably Interest Period for any Adjusted ---------- Libor Rate Loan: A. The Bank determines in good faith (which determination shall be conclusive) that any Change change in Law has made any applicable law, rule or regulation or in the interpretation, application or administration thereof makes it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date asserts that it is unlawful, unlawful for such Lender or its applicable lending office the Bank to make, maintain or fund Loans whose interest is determined any Loan by reference to means of Dollar deposits obtained in any Eurodollar interbank market (any of the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketabove being described as a "Eurodollar Event"), then, on at the option of the Bank, the aggregate principal amount of the Adjusted Libor Rate Loans then outstanding, which Loans are directly affected by such Eurodollar Event, shall be prepaid by the Borrowers. Upon the occurrence of any Eurodollar Event, and at any time thereafter so long as such Eurodollar Event shall continue, the Bank may exercise the aforesaid option by giving notice thereof by such Lender to the Borrower through Borrowers. B. Any prepayment of any Adjusted Libor Rate Loan which is required under the Administrative Agentpreceding Section shall be made, together with accrued and unpaid interest and all other amounts payable to the Bank under this Fourth Restated Agreement with respect to such prepaid Ad- justed Libor Rate Loan on the date stated in the notice to the Borrowers referred to above, which date (i"required prepayment date") any obligation shall be not less than fifteen (15) days from the date of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)notice. Upon receipt of such notice, the Borrowers shall either, (xi) prepay in full the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component then outstanding principal amount of the Alternate Base RateAdjusted Libor Rate Loan, together with accrued interest thereon, or (ii) convert the Adjusted Libor Rate Loan to another Interest Option on either on (a) the last day of the then current Interest Period thereforapplicable to each affected Adjusted Libor Rate Loan, if such Lender the Bank may lawfully continue to maintain and fund such LIBO Adjusted Libor Rate Loans Loan to such day, or immediately, (b) immediately if such Lender the Bank may not lawfully continue to fund and maintain such LIBO Adjusted Libor Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable Loan to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lenderday.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 Borrowers through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans to LIBO Rate Eurocurrency Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall shall, during the period of such suspension suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that (i) the introduction of any Change Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that (ii) any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake LIBOR Loans, then, on notice thereof by such Lender to the Borrower through the and Administrative Agent, (i) any the obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate LIBOR Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the shall have notified Borrower and Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist exist. (which notice such b) If any Lender agrees determines that it is unlawful to give promptly). Upon receipt of such noticemaintain any LIBOR Loan, (x) the Borrower shall, upon its receipt of notice of such fact and demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert in full all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR LIBOR Loans of such that Lender shallthen outstanding, if necessary together with interest accrued thereon and any amounts required to avoid such illegalitybe paid in connection therewith pursuant to Section 3.4, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such LIBO Rate LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans LIBOR Loans. (c) Notwithstanding any contrary provision of Section 2.1, if Borrower is required to prepay any LIBOR Loan immediately as provided in which case the subsection 3.2(b), then concurrently with such prepayment Borrower shall not be required borrow a Reference Rate Loan from the affected Lender in the amount of such repayment. (d) If the obligation of any Lender to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such or maintain LIBOR Loans has been terminated, Borrower may elect, by giving notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the through Administrative Agent is advised in writing Agent, that all Loans which would otherwise be made by such Lender that it is no longer illegal for such Lender as LIBOR Loans shall instead be Reference Rate Loans. (e) Before giving any notice to determine Administrative Agent or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionBorrower pursuant to this Section 3.2, the Borrower affected Lender shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office Lending Office with respect to its LIBOR Loans if such designation will would avoid the need for giving such notice or making such demand and will would not, in the determination judgment of such Lender, be illegal or otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that the introduction of any Change Requirement of Law, or any change in Law any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published make LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketRate Loans, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 exist. (which notice such b) If a Lender agrees determines that it is unlawful to give promptly). Upon receipt of such noticemaintain any LIBO Rate Loan, (x) the Borrower shall, upon its receipt of notice of such fact and demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all of in full such Lender’s LIBO Rate Loans to ABR Loans (the of that Lender then outstanding, together with interest rate on which ABR Loans of such Lender shallaccrued thereon and amounts required under Section 3.4, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case Loan. If the Borrower shall not be is required to make payments pursuant to Section 2.16 in connection so prepay any LIBO Rate Loan, then concurrently with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionprepayment, the Borrower shall also pay accrued interest on borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan. (c) If the obligation of any Lender to make or maintain LIBO Rate Loans has been so prepaid terminated or converted. Each suspended, all Loans which would otherwise be made by the Lender agrees as LIBO Rate Loans shall be instead Base Rate Loans. (d) Before giving any notice to the Administrative Agent under this Section 3.2, the affected Lender shall designate a different lending office Lending Office with respect to its LIBO Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the determination judgment of such Lender, be illegal or 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 such any Lender or its applicable lending office Lending Office to perform any of its obligations hereunder or make, maintain or fund any SOFR Loans whose interest is determined by reference to the Published LIBO Rate, or to determine Alternative Currency Loans or charge interest rates with respect to any credit extension based upon on SOFR, the Published LIBO Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or an Alternative Currency Rate in 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 marketcurrency, 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 LIBO SOFR Loans or Alternative Currency Loans in such currency, to charge interest at Adjusted Term SOFR or the Alternative Currency Rate Loans or to convert ABR Loans Borrowings to LIBO Rate Loans SOFR Borrowings or Alternative Currency Borrowings, as applicable, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, shall upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all either (i) in the case of such Lender’s LIBO Rate Loans to ABR Loans (denominated in Dollars if the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such LIBO Rate Loans as SOFR Loans until the last day of such Interest Period, convert all SOFR Loans of such Lender to ABR Loans on the last day of such Interest Period (or, otherwise, immediately convert such SOFR Loans to such dayABR Loans), or immediately, (ii) in the case of Loans denominated in an Alternative Currency if such the affected Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case as Alternative Currency Loans until the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with last day of such payment) and (y) if such notice asserts the illegality Interest Period, convert all Alternative Currency Loans of such Lender determining or charging interest rates based upon to ABR Loans on the Published LIBO Rate, the Administrative Agent shall during the period last day of such suspension compute Interest Period (or, otherwise, immediately convert such Alternative Currency Loans to ABR Loans in the Alternate Base Rate applicable to Dollar Equivalent of the amount of such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by Alternative Currency Loans) or (iii) prepay such Lender that it is no longer illegal for such Lender to determine SOFR Loans or charge interest rates based upon the Published LIBO RateAlternative Currency Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Law enacted, construed or announced after the Closing Date has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateFixed Period Eurodollar Rate Loans, or to determine or charge interest rates based upon the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on materially restricts the authority of such Lender to purchase or sell, or to take deposits of of, Dollars in the applicable interbank offshore Dollar market, or to determine or charge interest rates based upon the Fixed Period Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Fixed Period Eurodollar Rate Loans or to convert ABR Base Rate Loans to LIBO Fixed Period Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Fixed Period Eurodollar Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such LIBO Fixed Period Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Fixed Period Eurodollar Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. If any such Law, or change therein, shall only affect a portion of such Lender’s obligations under this Agreement which is, in the opinion of such Lender and the Administrative Agent, severable from the remainder of this Agreement so that the remainder of this Agreement may be continued in full force and effect without otherwise affecting any of the obligations of the Administrative Agent, the other Lenders or the Borrower, such Lender shall only declare its obligations under that portion so terminated. 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 determination good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 through the Administrative Agent, (i) Agent any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three (3) Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that any Change in Law has made shall make it unlawful, unlawful or that impossible for any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of Eurocurrency Rate Loan and 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 shall so notify the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference shall promptly give notice thereof to the Published LIBO Rate component of Borrower and the Alternate Base Rateother Lenders, in each case whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist (which notice exist, the obligation of such Lender agrees to give promptly). Upon receipt of such noticemake Revolving Eurocurrency Rate Loans, (x) the Borrower shall, upon demand from the relevant Lender (with a copy or to the Administrative Agent), prepay continue or convert all outstanding Loans as or into Eurocurrency Rate Loans, shall be suspended. In the case of the making of a Revolving Eurocurrency Rate Borrowing, such Lender’s LIBO Revolving Loan shall be made as a Base Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component Loan as part of the Alternate same Revolving Borrowing for the same Interest Period and if the affected Eurocurrency Rate Loan is then outstanding, such Loan shall be converted to a Base RateRate Loan either (i) either on the last day of the then current Interest Period therefor, applicable to such Eurocurrency Rate Loan if such Lender may lawfully continue to maintain such LIBO Rate Loans Loan to such day, date or immediately, (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such LIBO Eurocurrency Rate Loans (in which case Loan to such date. Notwithstanding the Borrower shall not be required foregoing, the affected Lender shall, prior to make payments pursuant giving such notice to Section 2.16 in connection with such payment) and (y) the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice asserts the illegality of and if such designation would not otherwise be disadvantageous to such Lender determining in the good faith exercise of its discretion. (b) If any Change in Law shall make it unlawful or charging interest rates based upon impossible for any Lender to make, maintain or fund any Loan, or for the Published LIBO RateIssuing Bank to issue a Letter of Credit, in a particular Alternate Currency and such Lender or Issuing Bank shall so notify the Administrative Agent, the Administrative Agent shall during promptly give notice thereof to the period of such suspension compute Borrower and the Alternate Base Rate applicable to other Lenders, whereupon until such Lender without reference to the Published LIBO Rate component thereof until or Issuing Bank notifies the Administrative Agent is advised in writing by and the Borrower that the circumstances giving rise to such Lender that it is suspension no longer illegal for such Lender exist, (i) the obligation of the Lenders to determine or charge interest rates based upon make Loans, and the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees Issuing Bank to designate a different lending office if such designation will avoid the need for such notice and will notissue Letters of Credit, in such Alternate Currency shall be suspended, and (ii) any Loans in such Alternate Currency shall be repaid and/or converted to an available Alternate Currency or Dollars on: (i) the determination last day of the then current Interest Period for the affected Alternate Currency Loan, if Lenders may lawfully continue to maintain a Loan at such Lender, otherwise be materially disadvantageous Alternate Currency to such Lenderday, or (ii) immediately, if Lenders may not lawfully continue to so maintain such Alternate Currency Loan.

Illegality. (a) If any Lender reasonably determines that the introduction of any Change Law, or any change in any Law or in the interpretation or administration of any Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake Eurodollar Borrowings, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans Eurodollar Borrowings shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 exist. (which notice such b) If a Lender agrees determines that it is unlawful to give promptly). Upon receipt of such noticemaintain any Eurodollar Borrowing, (x) the Borrower shall, upon its receipt of notice of such fact and demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all of in full such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans Eurodollar Borrowings of such Lender shallthen outstanding, if necessary to avoid such illegalitytogether with interest accrued thereon and amounts required under Section 4.7, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such LIBO Rate Loans Eurodollar Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Eurodollar Borrowing. If Borrower is required to so prepay any Eurodollar Borrowing, then concurrently with such prepayment, Borrower shall not be required borrow from the affected Lender, in the amount of such repayment, a Reference Rate Borrowing. (c) If the obligation of any Lender to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Ratemaintain Eurodollar Borrowings has been so terminated or suspended, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing then all Term Loans which would otherwise be made by such Lender that it is no longer illegal for such Lender as Eurodollar Borrowings shall be instead Reference Rate Borrowings. (d) Before giving any notice to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionAdministrative Agent under this Section 4.5, the Borrower affected Lender shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office Lending Office with respect to its Eurodollar Rate Borrowings if such designation will avoid the need for giving such notice or making such demand and will not, in the determination judgment of such Lender, be illegal or 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 such Lender or its applicable lending office to make, make or maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketSOFR Loans, then, on notice thereof by such Lender to the Borrowers (or the Borrower Agent on behalf of Borrowers) through the Administrative Agent, (i) any obligation obligations of such Lender to make or continue LIBO Rate SOFR Loans or to convert ABR Loans Borrowings to LIBO Rate Loans SOFR Borrowings shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate SOFR component of the Alternate Base RateABR, the interest rate on such ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate SOFR component of the Alternate Base RateABR, in each case until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, Borrowers shall upon demand from the relevant such Lender (with a copy to the Administrative Agent), either prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans SOFR Borrowings of such Lender shallto ABR Borrowings, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans SOFR Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO RateSOFR, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate ABR applicable to such Lender without reference to the Published LIBO Rate SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateSOFR. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lenderit.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published Adjusted LIBO Rate, or to determine or charge interest rates based upon the Published Adjusted LIBO 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 Borrowers through the Administrative Agent, (i) Agent any obligation of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon demand three Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurocurrency Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If (a) Notwithstanding any Lender reasonably determines that other provision herein, if, after the Effective Date, the adoption of any Change Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law has made it unlawfulor bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or that the compliance with any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO Rate, or directive of any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of Dollars Official Body (in the applicable interbank marketcase of any bank regulatory guideline, thenwhether or not having the force of Law), on notice thereof shall make it unlawful for any APA Bank to acquire or maintain a Eurodollar Tranche as contemplated by such Lender to the Borrower through the Administrative Agentthis Agreement, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and APA Bank shall, within forty-five (ii45) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference days after receiving actual knowledge thereof, deliver a certificate to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender Transferor (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans () setting forth the interest rate on which ABR Loans of such Lender shall, if necessary to avoid basis for such illegality, which certificate shall be determined by conclusive absent manifest error, (ii) the Administrative Agent without reference commitment of such APA Bank hereunder to make a portion of a Eurodollar Tranche, continue any portion of a Eurodollar Tranche as such and convert a BR Tranche to a Eurodollar Tranche shall forthwith be suspended, and such suspension shall remain in effect so long as the Published LIBO Rate component circumstance described above exists, and (iii) such APA Bank’s portion of the Alternate Base Rate) either any Eurodollar Tranche then outstanding shall be converted automatically to a BR Tranche on the last day of the Interest Period thereforrelated Eurodollar Tranche Period, or within such earlier period as required by law. If any such conversion of a portion of a Eurodollar Tranche occurs on a day which is not the last day of the related Eurodollar Tranche Period, the Transferor shall pay to such APA Bank such amounts, if such Lender any, as may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments compensate such APA Bank pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender 2.15 hereof. If circumstances subsequently change so that it is no longer illegal unlawful for an affected APA Bank to acquire or to maintain a portion of a Eurodollar Tranche as contemplated hereunder, such APA Bank will, as soon as reasonably practicable after such APA Bank knows of such change in circumstances, notify the Transferor and the Administrative Agent, and upon receipt of such notice, the obligations of such APA Bank to acquire or maintain its acquisition of portions of Eurodollar Tranches or to convert its portion of a BR Tranche into portions of Eurodollar Tranches shall be reinstated. (b) Each APA Bank agrees that, upon the occurrence of any event giving rise to the operation of Section 2.17(a) with respect to such APA Bank, it will, if requested by the Transferor and to the extent permitted by law or by the relevant Official Body, endeavor in good faith to change the office at which it books its portions of Eurodollar Tranches hereunder if such change would make it lawful for such Lender APA Bank to determine continue to acquire or charge interest rates based upon the Published LIBO Rate. Upon any to maintain its acquisition of portions of Eurodollar Tranches hereunder; provided, however, that such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if change may be made in such designation will avoid the need for manner that such notice and will notAPA Bank, in the determination of such Lenderits sole determination, otherwise be materially disadvantageous to such Lendersuffers no unreimbursed cost or expense or any other disadvantage whatsoever.

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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Benchmark Rate Loans whose interest is determined by reference to the Published LIBO Rate, (whether denominated in Dollars or to determine or charge interest rates based upon the Published LIBO 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 marketEuros), then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Benchmark Rate Loans in the affected currency or to convert ABR Loans to LIBO Rate Loans currencies 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, (iix) the Lead Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or (I) if applicable, and such notice asserts the illegality Loans are denominated in Dollars, convert all of such Lender making or maintaining ABR Lender’s Benchmark Rate Loans to Base Rate Loans (the interest rate on which is determined by reference to the Published LIBO Base Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Benchmark Rate component of the Alternate Base Rate) or (II) if applicable, and such Loans are denominated in Euros, to the extent the Lead Borrower and all Appropriate Lenders agree, convert such Loans to Loans bearing interest at an alternative rate mutually acceptable to the Lead Borrower and all of the Appropriate Lenders, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly). Upon receipt of such noticecase, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Benchmark Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Benchmark Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Loans; and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Benchmark Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Benchmark Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Benchmark Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or convertedconverted 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 Lending Office if such designation will avoid the need for such notice and will not, in the determination 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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Eurocurrency Rate Loans whose interest is determined by reference to the Published LIBO Rateor EURIBOR Loans, as applicable, or to determine or charge interest rates based upon the Published LIBO RateEurocurrency Rate or EURIBOR, as applicable, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of of, Dollars in the applicable London interbank market, in each case after the Closing Date then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Eurocurrency Rate Loans or EURIBOR Loans, as applicable, or to convert ABR Base Rate Loans to LIBO Eurocurrency Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon shall promptly following written demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or all EURIBOR Loans and, if applicable, convert all of such Lender’s LIBO applicable Eurocurrency Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurocurrency Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such LIBO Eurocurrency Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedconverted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate a different lending office Lending Office if such designation will avoid the need for such notice and notice, will not, in the determination good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

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 reasonably determines that with any Change in 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 impossible for any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority its portion of such Lender to purchase or sellLIBOR Advances, or to take deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through shall so notify the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference forthwith give notice thereof to the Published LIBO Rate component thereof until other Lenders and the Borrower. Before giving any notice to the Administrative Agent is advised in writing by pursuant to this Section 10.2, such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for giving such notice and will not, in the determination sole reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, the Borrower shall prepay in full the then outstanding principal amount of such Lender’s portion of each affected LIBOR Advance, together with accrued interest thereon or convert such LIBOR Advance to a Base Rate Advance, on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Advances if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Advance to such day or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Advances to such day. Concurrently with repaying such portion of each affected LIBOR Advance, the Borrower may borrow a Base Rate Advance from such Lender, whether or not it would have been entitled to effect such borrowing, and such Lender shall make such Advance, if so requested, in an amount such that the outstanding principal amount of the Advance shall equal the outstanding principal amount of the affected LIBOR Advance of such Lender immediately prior to such repayment.

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 such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateLIBOR, or to determine or charge interest rates based upon the Published LIBO RateLIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of of, Dollars in the applicable London interbank market, then, on notice thereof by such Lender to the Administrative Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate LIBOR Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Administrative Borrower that the circumstances giving rise to such determination no longer exist (exist, which notice such Lender agrees to give promptly)do promptly after permitted by applicable Laws. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR LIBOR Loans of such Lender shall, if necessary to avoid such illegality, a fixed rate Applicable Rate to be determined agreed upon by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) and Borrower, either on the last day of the Interest Period interest period therefor, if such Lender may lawfully continue to maintain such LIBO Rate LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate LIBOR Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO RateLIBOR, the Administrative Agent shall during the period of such suspension compute the Alternate Base fixed Applicable Rate applicable to such Lender without reference to the Published LIBO Rate LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLIBOR. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that any Change in Law Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published make LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketRate Loans, then, on notice thereof by such the Lender to the Borrower Company through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist exist. (which notice such b) If a Lender agrees determines that it is unlawful to give promptly). Upon receipt of such noticemaintain any LIBO Rate Loan, (x) the Borrower Company shall, upon its receipt of notice of such fact and demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all of in full such Lender’s LIBO Rate Loans to ABR Loans (the of that Lender then outstanding, together with interest rate on which ABR Loans of such Lender shallaccrued thereon and amounts required under Section 3.4, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case Loan. If the Borrower shall not be Company is required to make payments pursuant to Section 2.16 in connection so prepay any LIBO Rate Loan, then concurrently with such payment) and (y) if such notice asserts prepayment, the illegality Company shall borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan. (c) If the obligation of any Lender determining to make or charging interest rates based upon maintain LIBO Rate Loans has been so terminated or suspended, all Loans which would otherwise be made by the Published Lender as LIBO Rate, Rate Loans shall be instead Base Rate Loans. (d) Before giving any notice to the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionunder this Section 3.2, the Borrower affected Lender shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office Lending Office with respect to its LIBO Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the determination judgment of such Lender, be illegal or 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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans the Loan whose interest is determined by reference to the Published LIBO London Interbank Offered Rate, or to determine or charge interest rates based upon the Published LIBO London Interbank Offered Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of of, U.S. Dollars in the applicable London interbank eurodollar market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, : (ia) any obligation of such Lender to make or continue LIBO any portion of the Loan as LIBOR Rate Loans Principal, or to convert ABR Loans any portion of the Loan to LIBO LIBOR Rate Loans Principal, shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component any portion of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Loan is LIBOR Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such noticePrincipal, (xi) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO LIBOR Rate Loans Principal to such day, or (ii) immediately, if such Lender may not lawfully continue to maintain such LIBO LIBOR Rate Loans Principal, either, at Borrower’s election, (in which case the A) Borrower shall not be required prepay the LIBOR Rate Principal held by such Lender in accordance with Section 1.5 or (B) the Loan shall bear interest based upon the LIBOR Daily Floating Rate, or if the following clause (b) also applies, the Base Rate (without reference to make payments pursuant to Section 2.16 in connection with such payment) and the LIBOR Daily Floating Rate component of the Base Rate); and (yb) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO LIBOR Daily Floating Rate (including the LIBOR Daily Floating Rate component of the Base Rate), the Administrative Agent shall during interest rate on the period Loan that would otherwise be based upon the LIBOR Daily Floating Rate (including the LIBOR Daily Floating Rate component of the Base Rate) shall, if such suspension compute Lender determines in good faith it is necessary to avoid such illegality, instead be the Alternate Base Rate applicable to such Lender (without reference to the Published LIBO LIBOR Daily Floating Rate component thereof of the Base Rate), in each case until the such Lender notifies Administrative Agent is advised in writing by such Lender and Borrower that it is the circumstances giving rise to the foregoing clause (a) and/or (b), whichever applies, no longer illegal for such Lender exist. After the LIBOR Rate again is available pursuant to determine the preceding sentence, Borrower may give a Rollover/Conversion Notice in accordance with Sections 1.4(b) and (c) if a Swap Contract is then in effect or charge interest rates based upon otherwise at Borrower’s option, subject to the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest other terms and provisions on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lenderthis Agreement.

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 reasonably determines that with any Change in 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 impossible for any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority its portion of such Lender to purchase or sellLIBOR Advances, or to take deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through shall so notify the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference forthwith give notice thereof to the Published LIBO Rate component thereof until other Lenders and the Borrowers. Before giving any notice to the Administrative Agent is advised in writing by pursuant to this Section 10.2, such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for giving such notice and will not, in the determination sole reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, the relevant Borrowers shall prepay in full the then outstanding principal amount of such Lender’s portion of each affected LIBOR Advance, together with accrued interest thereon or convert such LIBOR Advance to a Base Rate Advance, on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Advances if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Advance to such day or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Advances to such day. Concurrently with repaying such portion of each affected LIBOR Advance, any Borrower may borrow a Base Rate Advance from such Lender, whether or not it would have been entitled to effect such borrowing, and such Lender shall make such Advance, if so requested, in an amount such that the outstanding principal amount of the Advance shall equal the outstanding principal amount of the affected LIBOR Advance of such Lender immediately prior to such repayment.

Illegality. If Without duplication of any other rights that any Lender reasonably has hereunder, if any Lender determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, unlawful for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 of, any LIBO Quoted Currency in the applicable London interbank market, then, on notice thereof by such Lender to the Borrower through and the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans Eurocurrency Borrowings or to convert ABR Loans Borrowings to LIBO Rate Loans Eurocurrency Borrowings shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans Eurocurrency Borrowings the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans Borrowings of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert A) all Eurocurrency Borrowings in Dollars of such Lender’s LIBO Rate Loans Lender shall automatically convert to ABR Loans Borrowings (the interest rate on which ABR Loans Borrowings of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurocurrency Borrowings and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees To the extent any Eurocurrency Borrowing so converted is in an Agreed Foreign Currency, such Eurocurrency Borrowing shall be converted to designate a different lending office if such designation will avoid Dollars based on the need for such notice and will not, in the determination Dollar Equivalent of such Lender, otherwise be materially disadvantageous to Borrowing at the time of such Lenderconversion.

Illegality. (a) If any Lender reasonably determines that it is unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make or maintain any Euro Term Loan, any Revolving Facility Loan denominated in Euros or any Swingline Euro Loan, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligations of such Lender to make or continue Euro Term Loans, Revolving Facility Loans denominated in Euros or Swingline Euro Loans shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon any of such notice, the applicable Borrower shall upon demand from such Lender (with a copy to the Administrative Agent) prepay such Euro Term Loan, Revolving Facility Loan denominated in Euros or Swingline Euro Loan. Upon any such prepayment, such Borrower shall also pay accrued interest on the amount so prepaid. (b) If any Lender reasonably determines that any Change change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Effective Date that it is unlawful, for such any Lender or its applicable lending office to make, make or maintain or fund any Eurocurrency Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 (other than as set forth in the applicable interbank marketparagraph (a) above), then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, (i) any obligation obligations of such Lender to make or continue LIBO Rate Eurocurrency Loans or to convert ABR Loans Borrowings to LIBO Rate Loans Eurocurrency Borrowings shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon the receipt of such notice, (x) the applicable Borrower shall, shall upon demand from the relevant such Lender (with a copy to the Administrative Agent), either (i) for Loans denominated in Euros (A) prepay each Loan denominated in Euros or (B) keep such Loan denominated in Euros outstanding, in which case the Adjusted LIBO Rate with respect to such Loan shall be deemed to be the rate determined by such Lender as the all-in-cost of funds to fund such Loan with maturities comparable to the Interest Period applicable thereto, or (ii) for Loans denominated in Dollars, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans Eurocurrency Borrowings of such Lender shallto ABR Borrowings, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the such Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination 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 Effective Date that it is unlawful, for such any Lender or its applicable lending office Applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rateany Adjusted Term SOFR Rate Advances, or to determine or charge interest rates based upon the Published LIBO Adjusted Term SOFR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of of, Dollars in the applicable London interbank market, market 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 LIBO Adjusted Term SOFR Rate Loans Advances or to convert ABR Loans Base Rate Advances to LIBO Adjusted Term SOFR Rate Loans Advances shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Base Rate Loans the interest rate on which is determined by reference to the Published LIBO Adjusted Term SOFR Rate component of the Alternate Base Rate, the interest rate on ABR which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Adjusted Term SOFR Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, shall upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all Adjusted Term SOFR Rate Advances of such Lender’s LIBO Lender to Base Rate Loans to ABR Loans Borrowings (the interest rate on which ABR such Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Adjusted Term SOFR Rate component of the Alternate Base Rate) ), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Adjusted Term SOFR Rate Loans Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Adjusted Term SOFR Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Adjusted Term SOFR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Adjusted Term SOFR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably and in good faith determines that the introduction of any Change Requirement of Law, or any change in Law any Requirement of Law, or in the interpretation or administration of any Requirement of Law, after the Restatement Effective Date, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake Eurodollar Rate Loans, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts until the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 exist. (which notice b) If a Lender reasonably and in good faith determines that it is unlawful for such Lender agrees to give promptly). Upon receipt of such noticemaintain any Eurodollar Rate Loan after the Restatement Effective Date, (x) on notice thereof by the Lender to the Borrower shall, upon demand from the relevant Lender (with a copy to through the Administrative Agent), prepay or convert all of such Lender’s LIBO Eurodollar Rate Loans to ABR Loans (the interest rate on which ABR Loans of such that Lender shallthen outstanding, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans Loan, shall convert to a Base Rate Loan on such applicable date and within three (in which case 3) Business Days after the Borrower’s receipt of such notice the Borrower shall not be pay to the applicable Lender accrued interest on such Eurodollar Rate Loan along with all amounts required under Section 3.04. (c) If the obligation of any Lender to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base maintain Eurodollar Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine Loans has been so terminated or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionsuspended, the Borrower may elect, by giving notice to the Lenders through the Administrative Agent, that all Revolving Loans which would otherwise be made or maintained by the Lenders as Eurodollar Rate Loans shall also pay accrued interest on the amount so prepaid or converted. Each instead be Base Rate Loans. (d) If any Lender agrees gives a notice pursuant to this Section 3.02, then such Lender shall use reasonable efforts to designate a different lending office if such designation will avoid the need Lending Office for such notice funding or booking its Eurodollar Rate Loans hereunder or to assign its rights and will notobligations hereunder to another of its offices, branches or affiliates, if, in the determination judgment of such Lender, such designation or assignment (i) would eliminate the need for the notice pursuant to this Section 3.02, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such LenderLender in any material economic, legal or regulatory respect.

Illegality. If any the 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 such the Lender or its applicable lending office Lending Office to make, maintain or fund Revolving Loans whose interest is determined by reference to the Published LIBO RateTerm SOFR, or to determine or charge interest rates based upon the Published LIBO 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 marketTerm SOFR, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, (i) any obligation of such the Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate SOFR Revolving Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such the Lender making or maintaining ABR Loans Base Rate Revolving Loans, the interest rate on which is determined by reference to the Published LIBO Rate Term SOFR component of the Alternate Base Rate, the interest rate on ABR which Base Rate Revolving Loans shall, if necessary to avoid such illegality, be determined by the Lender without reference to the Term SOFR component of the Base Rate, in each case until the Lender notifies the Borrower Agent that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Loan Parties shall, upon demand from the Lender, prepay or, if applicable, convert all SOFR Revolving Loans of such the Lender to Base Rate Revolving Loans (the interest rate on which Base Rate Revolving Loans of the Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent Lender without reference to the Published LIBO Rate Term SOFR component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such the Lender may lawfully continue to maintain such LIBO Rate SOFR Revolving Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such LIBO Rate SOFR Revolving Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such the Lender determining or charging interest rates based upon the Published LIBO RateTerm SOFR, the Administrative Agent Lender shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such the Lender to determine or charge interest rates based upon the Published LIBO RateTerm SOFR. Upon any such prepayment or conversion, the Borrower Loan Parties shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that the introduction of any Change Requirement of Law, or any change in Law any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain make LIBOR Rate Revolving Loans or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketLIBOR Rate Trademark Subfacility Loans, then, on notice thereof by such that Lender to the Borrower LS&Co through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO LIBOR Rate Revolving Loans or to convert ABR Loans to LIBO LIBOR Rate Loans Trademark Subfacility Loans, as applicable, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such that Lender notifies the Administrative Agent and the Borrower LS&Co that the circumstances giving rise to such determination no longer exist exist. (which notice such b) If a Lender agrees determines that it is unlawful to give promptly). Upon receipt of such noticemaintain any LIBOR Rate Revolving Loan or LIBOR Rate Trademark Subfacility Loan, (x) the Borrower Borrowers shall, upon LS&Co’s receipt of notice of such fact and demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all of in full such Lender’s LIBO LIBOR Rate Revolving Loans to ABR Loans (the interest rate on which ABR and LIBOR Rate Trademark Subfacility Loans of such that Lender shallthen outstanding, if necessary to avoid such illegalitytogether with interest accrued thereon and amounts required under Section 4.4, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such that Lender may lawfully continue to maintain such LIBO LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans, as applicable, to such day, or immediately, if such that Lender may not lawfully continue to maintain such LIBO LIBOR Rate Revolving Loans (in which case or LIBOR Rate Trademark Subfacility Loans. If the Borrower shall not be Borrowers are required to make payments pursuant to Section 2.16 in connection so prepay any LIBOR Rate Revolving Loans or LIBOR Rate Trademark Subfacility Loans, then concurrently with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rateprepayment, the Administrative Agent Borrowers shall during borrow from the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will notaffected Lender, in the determination amount of such Lenderrepayment, otherwise be materially disadvantageous to such Lendera Base Rate Revolving Loan or a Base Rate Trademark Subfacility Loan, as applicable.

Illegality. If any Lender reasonably determines shall notify the Administrative Agent and the Borrower that the introduction of or any Change change in Law has made or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date asserts that it is unlawful, unlawful for such Lender or its applicable lending office Lending Office to makeperform its obligations under this Agreement to maintain any Eurocurrency Rate Advances, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateTerm SOFR Advances, or to determine or charge interest rates based upon the Published LIBO Rate, Adjusted Daily Simple RFR Advances of such Lender then outstanding hereunder or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of of, Dollars or any Foreign Currency in the applicable interbank market, then, on notice thereof by such Lender notwithstanding anything herein to the Borrower through the Administrative Agentcontrary, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant if demanded by such Lender in its notice, no later than 12:00 p.m. (with a copy to the Administrative AgentHouston, Texas time), prepay (a) if not prohibited by any Legal Requirement to maintain such Eurocurrency Rate Advances, Term SOFR Advances, or convert all Adjusted Daily Simple RFR Advances, as applicable, for the duration of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallany applicable Interest Period or calendar quarter, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the applicable Interest Period therefor, if for each outstanding Eurocurrency Rate Advance and Term SOFR Advance and on the last Business Day of the applicable calendar quarter for each outstanding Adjusted Daily Simple RFR Advance of such Lender may lawfully continue or (b) if prohibited by any Legal Requirement to maintain such LIBO Eurocurrency Rate Loans to Advances or Term SOFR Advances for the duration of the Interest Period or such dayAdjusted Daily Simple RFR Advances for the duration of the applicable calendar quarter, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case on the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if second Business Day following its receipt of such notice asserts the illegality from such Lender, then (i) with respect to Revolving Advances denominated in a Foreign Currency, prepay such Advances of such Lender determining then outstanding and which are denominated in such affected currency or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay currencies together with all accrued interest on the amount so prepaid or convertedprepaid, and amounts, if any, required to be paid pursuant to Section 2.8 as a result of such prepayment being made on such date, and (ii) with respect to Revolving Advances denominated in Dollars, Convert all such Advances of such Lender then outstanding to Adjusted Base Rate Advances and pay accrued interest on the principal amount Converted to the date of such Conversion and amounts, if any, required to be paid pursuant to Section 2.8 as a result of such Conversion being made on such date. Each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different lending office Lending Office if the making of such designation will would avoid the need for such notice effect of this paragraph and will would not, in the determination reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that the introduction of any Change Requirement of Law, or any change in Law any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake Eurodollar Rate Loans, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts until the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 exist. NYDOCS02/1119845 (which notice such b) If a Lender agrees determines that it is unlawful to give promptly). Upon receipt of such noticemaintain any Eurodollar Rate Loan, (x) the Borrower shall, upon its receipt of notice of such fact and demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or convert all of in full such Lender’s LIBO Eurodollar Rate Loans to ABR Loans (the of that Lender then outstanding, together with interest rate on which ABR Loans of such Lender shallaccrued thereon and amounts required under Section 3.7, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans (in which case Loan. If the Borrower shall not be is required to make payments pursuant to Section 2.16 in connection so prepay any Eurodollar Rate Loan, then concurrently with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionprepayment, the Borrower shall also pay accrued interest on borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan. (c) If the obligation of any Lender to make or maintain Eurodollar Rate Loans has been so prepaid terminated or converted. Each suspended, the Borrower may elect, by giving notice to the Lender agrees through the Agent that all Loans which would otherwise be made by the Lender as Eurodollar Rate Loans shall be instead Base Rate Loans. (d) Before giving any notice to the Agent under this Section, the affected Lender shall designate a different lending office Lending Office with respect to its Eurodollar Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the determination judgment of such the Lender, be illegal or otherwise be materially disadvantageous to such the Lender.

Illegality. If any Lender reasonably determines that any Change in Law law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Adjusted Eurodollar Rate, or to determine or charge interest rates based upon the Published LIBO Adjusted 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Eurodollar Loans or to convert ABR Loans to LIBO Rate Eurodollar Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand three (3) Business Days’ notice from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Eurodollar Loans of such Lender shallto ABR Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans Eurodollar Loans, to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) Eurodollar Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Adjusted Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Adjusted Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Adjusted Eurodollar Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Eurodollar Rate. Upon any such prepayment prepayment, or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably and in good faith determines that the introduction of any Change Requirement of Law, or any change in Law any Requirement of Law, or in the interpretation or administration of any Requirement of Law, after the Effective Date, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake Adjusted Term SOFR Rate Loans, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Adjusted Term SOFR Rate Loans shall be suspended and (ii) if such notice asserts until the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 exist. (which notice b) If a Lender reasonably and in good faith determines that it is unlawful for such Lender agrees to give promptly). Upon receipt of such noticemaintain any Adjusted Term SOFR Rate Loan after the Effective Date, (x) on notice thereof by the Lender to the Borrower shall, upon demand from the relevant Lender (with a copy to through the Administrative Agent), prepay or convert all of such Lender’s LIBO Adjusted Term SOFR Rate Loans to ABR Loans (the interest rate on which ABR Loans of such that Lender shallthen outstanding, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such LIBO Adjusted Term SOFR Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such LIBO Adjusted Term SOFR Rate Loans Loan, shall convert to a Base Rate Loan on such applicable date and within three (in which case 3) Business Days after the Borrower’s receipt of such notice the Borrower shall not be pay to the applicable Lender accrued interest on such Adjusted Term SOFR Rate Loan along with all amounts required under Section 3.04. (c) If the obligation of any Lender to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base maintain Adjusted Term SOFR Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine Loans has been so terminated or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversionsuspended, the Borrower may elect, by giving notice to the Lenders through the Administrative Agent, that all Revolving Loans which would otherwise be made or maintained by the Lenders as Adjusted Term SOFR Rate Loans shall also pay accrued interest on the amount so prepaid or converted. Each instead be Base Rate Loans. (d) If any Lender agrees gives a notice pursuant to this Section 3.02, then such Lender shall use reasonable efforts to designate a different lending office if such designation will avoid the need Lending Office for such notice funding or booking its Adjusted Term SOFR Rate Loans hereunder or to assign its rights and will notobligations hereunder to another of its offices, branches or affiliates, if, in the determination judgment of such Lender, such designation or assignment (i) would eliminate the need for the notice pursuant to this Section 3.02, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such LenderLender in any material economic, legal or regulatory respect.

Illegality. If Notwithstanding any Lender reasonably determines that other provisions of this Agreement or any other Loan Document, if at any time any Change in Law has made makes it unlawfulunlawful for any Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated hereby, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 shall promptly give notice thereof by such Lender to the Borrower through and the Administrative Agent, (i) any obligation of Agent and such Lender’s obligations to make or maintain Eurodollar Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or continue LIBO maintain Eurodollar Loans. The Borrower shall prepay on demand the outstanding principal amount of any such affected Eurodollar Loans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement; provided, however, subject to all of the terms and conditions of this Agreement, the Borrower may then elect to borrow the principal amount of the affected Eurodollar Loans from such Lender by means of Base Rate Loans or to convert ABR Loans to LIBO from such Lender, which Base Rate Loans shall not be suspended and (ii) if made ratably by the Lenders but only from such notice asserts the illegality affected Lender. -90- Section 9.3. Unavailability of such Lender making Deposits or maintaining ABR Loans the interest rate Inability to Ascertain, or Inadequacy of, LIBOR. If on which is determined by reference or prior to the Published LIBO Rate component first day of any Interest Period for any Borrowing of Eurodollar Loans: (a) the Alternate Base RateAdministrative Agent determines that deposits in Dollars (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interest rate on ABR Loans of such Lender shallinterbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, if necessary to avoid such illegality, be or (b) the Required Lenders advise the Administrative Agent that (i) LIBOR as determined by the Administrative Agent without reference will not adequately and fairly reflect the cost to such Lenders of funding their Eurodollar Loans for such Interest Period or (ii) that the Published LIBO Rate component making or funding of the Alternate Base RateEurodollar Loans become impracticable, in each case until such Lender notifies then the Administrative Agent shall forthwith give written notice thereof to the Borrower and the Lenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination suspension no longer exist (which notice such Lender agrees to give promptly). Upon receipt of such noticeexist, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component obligations of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required Lenders to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent Eurodollar Loans shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lendersuspended.

Illegality. If any Lender reasonably determines in good faith that any Change in Law adopted after the date hereof or after such later date on which such Lender may have become a Lender hereunder has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateEurodollar Rate Loans, or to determine or charge interest rates based upon the Published LIBO 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 of, Dollars in the applicable London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Eurodollar Rate Loans or to convert ABR Eurodollar Daily Floating Rate Committed Loans to LIBO Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO Eurodollar Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Eurodollar Daily Floating Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Eurodollar Rate Loans (Loans; provided, that, in which case connection with any such immediate forced prepayment of Eurodollar Rate Loans, the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) pay any associated breakage fees resulting therefrom, which fees would otherwise be due and (y) if such notice asserts payable hereunder. Notwithstanding the foregoing and despite the illegality of for such a Lender determining to make, maintain or charging fund Eurodollar Rate Loans as to which the interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without rate is determined with reference to the Published LIBO Eurodollar Rate, that Lender shall remain committed to make Eurodollar Daily Floating Rate component thereof until Loans and shall be entitled to recover interest at the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Eurodollar Daily Floating Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted; provided that in connection with any prepayment of Eurodollar Rate Loans, the Borrower shall only be required to compensate Lenders under Section 3.05 with respect to breakage fees resulting therefrom for Eurodollar Rate Loans which such Lenders have funded by a matching deposit or other borrowing in the applicable offshore Dollar interbank market. 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 determination good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that the introduction of any Change Requirement of Law, or any change in Law any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any Governmental central bank or other Public Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketmake LIBOR Rate Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such that Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO LIBOR Rate Loans shall be suspended and (ii) if such notice asserts until the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 exists. (which notice such b) If a Lender agrees determines that it is unlawful to give promptly). Upon receipt of such noticemaintain any LIBOR Rate Loan, (x) the Borrower shall, upon their receipt of notice of such fact and demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of in full such Lender’s LIBO LIBOR Rate Loans to ABR Loans (the then outstanding, together with interest rate on which ABR Loans of such Lender shallaccrued thereon and amounts required under Section 6.4, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such LIBO LIBOR Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such LIBO LIBOR Rate Loans Loan. If Borrower is required so to prepay any LIBOR Rate Loan, then, concurrently with such prepayment, Borrower shall borrow from the affected Lender, in the amount of such repayment, a Reference Rate Loan. (c) Notwithstanding any other provision herein, if the introduction of any Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law has made it unlawful for a Lender or its applicable lending office to make LIBOR Rate Loans, such Lender agrees to use reasonable efforts (including reasonable efforts to change the office in which case it is booking the Borrower Loan) to avoid such prohibition; provided, however, that such efforts shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts cause the illegality of imposition on such Lender determining of any additional costs or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing legal regulatory burdens deemed by such Lender that it is no longer illegal for to be material or otherwise deemed by such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lenderit or contrary to its policies.

Illegality. If any Lender reasonably determines that change in any Change Law or in Law has made it unlawful, or that the interpretation thereof by any Governmental Authority has asserted after Agency charged with the Closing Date that administration or interpretation thereof shall make it is unlawful, unlawful for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 through the Administrative Agent, (i) any obligation of such Lender to make or continue maintain a Libor Loan with respect to the Principal Balance or any portion thereof or to fund the Principal Balance or any portion thereof at an Adjusted LIBO Rate Loans in the London interbank market or to convert ABR Loans give effect to LIBO Rate Loans shall be suspended and (ii) if such its obligations as contemplated by this Agreement, then, upon notice asserts by the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference Agent to the Published LIBO Rate component of Borrower in accordance with the Alternate Base Ratenotice provisions set forth in this Agreement, the interest rate on ABR Loans applicable to such portion of such Lender the Principal Balance shall be automatically converted to the Alternate Rate, it being agreed that any notice given by the Agent to the Borrower pursuant to this sentence shall, if necessary to avoid such illegalitychange in Law or interpretation permitting, be determined effective in so far as it pertains to any particular portion of the Principal Balance bearing interest at a particular Adjusted LIBO Rate on the impending expiration date of an Interest Period pertaining to such particular portion of the Principal Balance, or shall, such change not so permitting, be effective immediately upon notice being given by the Administrative Agent without reference to the Published LIBO Borrower, and that the Alternate Rate component shall thereafter remain in effect with respect to such portion of the Alternate Base Rate, Principal Balance unless and until the affected Lender shall have determined in each case until such Lender notifies good faith (which determination shall be conclusive and binding upon the Administrative Agent and the Borrower Borrower) that the aforesaid circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly). Upon receipt of such noticeexist, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (whereupon the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference portion of the Principal Balance shall be converted to an Adjusted LIBO Rate determined in the manner hereinabove set forth in this Agreement effective three (3) Business Days after such good faith determination by the affected Lender. If the interest rate applicable to any portion of the Principal Balance is converted from an Adjusted LIBO Rate to the Published LIBO Alternate Rate component thereof until on a date other than the Administrative Agent is advised expiration date of the applicable Interest Period in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon accordance with the Published LIBO Rate. Upon any such prepayment or conversionprovisions of the preceding sentence, the Borrower shall also pay accrued to the Agent on demand an amount equal to the breakage fees, if any, which would have been due pursuant to the provisions of Section 2.6 above if the portion of the Principal Balance bearing interest at such Adjusted LIBO Rate was prepaid in full on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination date of such Lender, otherwise be materially disadvantageous to such Lenderconversion.

Illegality. If after the date hereof, the adoption of any Applicable Law, or any change in any Applicable Law (whether adopted before or after the Agreement 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 reasonably determines that with any Change in 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 impossible for any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rateits portion of LIBOR Advances, or to determine or charge interest rates based upon the Published LIBO 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 through shall so notify the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference forthwith give notice thereof to the Published LIBO Rate component thereof until other Lenders and the Borrower. Before giving any notice to the Administrative Agent is advised in writing by pursuant to this Section 10.2, such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for giving such notice and will not, in the determination sole reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, the Borrower shall repay in full the then outstanding principal amount of such Lender’s portion of each affected LIBOR Advance, together with accrued interest thereon, on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Advances if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Advance to such day or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Advances to such day. Concurrently with repaying such portion of each affected LIBOR Advance, the Borrower may borrow a Base Rate Advance from such Lender, whether or not it would have been entitled to effect such borrowing and such Lender shall make such Advance, if so requested, in an amount such that the outstanding principal amount of the affected Loan held by such Lender shall equal the outstanding principal amount of such Loan or Loans immediately prior to such repayment. The obligation of such Lender to make LIBOR Advances is suspended only until such time as it is once more possible and legal for such Lender to fund and maintain LIBOR Advances.

Illegality. If any Lender reasonably determines that any Change in Law has made shall make it unlawfulunlawful or impossible for any Lender to perform any of its obligations hereunder, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, any RFR Loan or Term Benchmark Loan or to determine or charge interest rates based upon the Published LIBO Rate, any applicable Daily Simple RFR or any Governmental Authority has imposed material restrictions on the authority of Term Benchmark Rate and 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 shall so notify the Administrative Agent, the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the other Lenders as promptly as 767537780 78 practicable thereafter, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such notice no longer exist, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender Rate shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (iii) thereof, (ii) any Interest Election Request that requests the Published LIBO Rate component conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Borrowing denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing either (A) at the end of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the applicable Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans Loan to such day, date or immediately, (B) immediately if such Lender shall determine that it may not lawfully continue to maintain such LIBO Term Benchmark Loan to such date, (iii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iv) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate Loans equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, and (v) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark 767537780 79 Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) either (x) at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall not be required deemed to make payments pursuant have elected clause (iv)(B)(1) or (v)(B)(1) above, as applicable. Notwithstanding the foregoing, the affected Lender shall, prior to Section 2.16 in connection with giving such payment) and (y) notice to the Administrative Agent, use reasonable efforts to designate a different lending office if such designation would avoid the need for giving such notice asserts the illegality of and if such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable designation would not otherwise be disadvantageous to such Lender without reference to in the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rategood faith exercise of its discretion. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees , together with any additional amounts required pursuant to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such LenderSection 2.15.

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 Third Restatement Effective Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, make or maintain or fund any Eurocurrency Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketan Approved Currency, then, on notice thereof by such Lender to the Borrower Company through the Administrative AgentAgent (at which time such Lender shall be deemed an “Affected Lender”), (i) any obligation obligations of such Affected Lender to make or continue LIBO Rate Eurocurrency Loans in such Approved Currency or to convert ABR Loans Borrowings to LIBO Rate Loans Eurocurrency Borrowings in such Approved Currency shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Affected Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, Company shall upon demand from the relevant such Affected Lender (with a copy to the Administrative Agent), prepay or (i) if such affected Eurocurrency is denominated in Dollars either convert all such affected Eurocurrency Borrowings of such Lender’s LIBO Rate Loans Affected Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shallBorrowings, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Affected Lender may lawfully continue to maintain such LIBO Rate Loans Eurocurrency Borrowings to such day, or immediately, if such Affected Lender may not lawfully continue to maintain such LIBO Rate Loans or (in which case ii) repay all such affected Eurocurrency Borrowings either on the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) last day of the Interest Period thereafter, if such notice asserts the illegality of Affected Lender may lawfully continue to maintain such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable Eurocurrency Borrowings to such day, or immediately, if such Affected Lender without reference may not continue to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by maintain such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination 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 such any Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO RateEurocurrency Rate Loans, or to determine or charge interest rates based upon the Published LIBO Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of of, Dollars in the applicable London interbank market, in each case after the Closing Date then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Eurocurrency Rate Loans or to convert ABR Base Rate Loans to LIBO Eurocurrency Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, upon shall promptly following written demand from the relevant such Lender (with a copy to the Administrative Agent), prepay or or, if applicable, convert all of such Lender’s LIBO applicable Eurocurrency Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shallto Base Rate Loans, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurocurrency Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such LIBO Eurocurrency Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateLoans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedconverted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate a different lending office Lending Office if such designation will avoid the need for such notice and notice, will not, in the determination good faith judgment of such Lender, otherwise be materially AMERICAS 94626185 disadvantageous to such Lender and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

Illegality. If after the date hereof, the adoption of any Lender reasonably determines that any Change in Law has made it unlawfulApplicable Law, or that any Governmental Authority has asserted change in any Applicable Law (whether adopted before or after the Closing Date that Date), or any change in interpretation or administration thereof by any Governmental Entity, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any 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 such any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rateits portion of LIBOR Advances, or to determine or charge interest rates based upon the Published LIBO 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 through shall so notify the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference forthwith give notice thereof to the Published LIBO Rate component thereof until other Lenders and the Borrower. Before giving any notice to the Administrative Agent is advised in writing by pursuant to this Section 10.2, such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for giving such notice and will not, in the determination reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2, the Borrower shall repay in full the then outstanding principal amount of such Lender’s portion of each affected LIBOR Advance, together with accrued interest thereon, on either (a) the last day of the then current Interest Period applicable to such affected LIBOR Advances if such Lender may lawfully continue to maintain and fund its portion of such LIBOR Advance to such day or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBOR Advances to such day. Concurrently with repaying such portion of each affected LIBOR Advance, the Borrower may borrow a Base Rate Advance from such Lender, whether or not it would have been entitled to effect such borrowing and such Lender shall make such Advance, if so requested, in an amount such that the outstanding principal amount of the affected Advance made by such Lender shall equal the outstanding principal amount of such Advance immediately prior to such repayment. The obligation of such Lender to make LIBOR Advances is suspended only until such time as it is once more possible and legal for such Lender to fund and maintain LIBOR Advances.

Illegality. (a) If any the Lender reasonably determines that the introduction of, or any Change change in Law or in the interpretation or administration of, any Applicable Law, in each case after the date hereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted after the Closing Date that it is unlawful, for such the Lender or its applicable lending office Lending Office to make, maintain or fund Loans whose interest is determined by reference to make any portion of the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketEurocurrency Rate Loan, then, on notice thereof by such the Lender to the Borrower through the Administrative AgentBorrower, (i) any obligation of such the Lender to make or continue LIBO advance any portion of the Eurocurrency Rate Loans or to convert ABR Loans to LIBO Rate Loans Loan shall be suspended and (ii) if such notice asserts until the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate 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 (which notice the Lender shall deliver promptly after such circumstances cease to exist), at which time the Lender agrees shall notify the Borrower and the Lender’s obligation to give promptly). Upon receipt make its portion of such noticethe Eurocurrency Rate Loan shall be reinstated. (b) If the Lender determines that it is unlawful to maintain the Eurocurrency Rate Loan it advanced, (x) the Borrower shall, upon its receipt of notice of such fact and demand from the relevant Lender (with a copy to the Administrative Agent)Lender, prepay or convert all of in full such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component portion of the Alternate Base Rate) Eurocurrency Rate Loan of the Lender then outstanding, together with interest accrued thereon and amounts required under Section 2.14 either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such LIBO its portion of the Eurocurrency Rate Loans Loan to such day, or immediately, if such the Lender may not lawfully continue to maintain its portion of the Eurocurrency Rate Loan. (c) If the obligation of the Lender to make its portion of the Eurocurrency Rate Loan has been suspended or the Lender may no longer maintain its portion of the Eurocurrency Rate Loan, then concurrently with any prepayment required pursuant to clause (b) above, the Lender shall (without regard to whether the conditions specified in Article IV have been satisfied in the case of the Loan made pursuant to clause (b)) make a Base Rate Loan in an amount equal to such LIBO Borrowing and, so long as such circumstances shall continue, the Loan that the Lender would otherwise make or maintain as a Eurocurrency Rate Loans Loan shall instead be made or maintained as a Base Rate Loan. (in which case d) Before giving any notice to the Borrower shall not be required to make payments pursuant to under this Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate2.13, the Administrative Agent affected Lender shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office Lending Office with respect to its portion of the Eurocurrency Rate Loan if such designation will avoid the need for giving such notice or making such demand and will not, in the determination good faith judgment of such the Lender, be illegal or otherwise be materially disadvantageous to such the Lender.

Illegality. If any Lender reasonably determines that any Change change in Law law has made it unlawful, or that if any Governmental Authority has asserted after the Closing Date that it is unlawful, for such any Lender or its applicable lending office Lending Office to make, make or maintain any Eurocurrency Loans or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO 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 marketCDOR Rate Loans, then, on upon notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, (i) any obligation obligations of such Lender to make or continue LIBO Eurocurrency Loans or CDOR Rate Loans or to convert ABR Loans Borrowings to LIBO Eurocurrency Borrowings or CDOR Rate Loans shall Borrowings will be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly)exist. Upon receipt of such notice, (x) the Borrower shall, Borrowers will upon demand from the relevant such Lender (with a copy to the Administrative Agent), prepay (i) with respect to Borrowings denominated in Dollars or Canadian Dollars, either convert all of such Lender’s LIBO Eurocurrency Borrowings or CDOR Rate Loans to ABR Loans Borrowings (the interest rate on which ABR Loans as applicable) of such Lender shallto ABR Borrowings, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Eurocurrency Borrowings or CDOR Rate Loans Borrowings (as applicable) to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans or (in which case ii) with respect to any other Borrowings, either on the Borrower shall last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans, such Borrowing will be required converted to make payments pursuant a Loan bearing interest at an alternative rate mutually acceptable to Section 2.16 in connection with the Borrowers and the applicable Lenders, provided, however, that if the Borrowers and the applicable Lenders cannot agree within a reasonable time on an alternative rate for such paymentLoans, the Borrowers may, at their discretion, either (x) and prepay such Loans or (y) if maintain such notice asserts Loans outstanding, in which case, the illegality of interest rate payable to the applicable Lender on such Lender determining or charging interest rates based upon Loans will be the Published LIBO Rate, rate determined by the Administrative Agent shall during the period as its cost of funds to fund a Borrowing of such suspension compute the Alternate Base Rate applicable to such Lender without reference Loans with maturities comparable to the Published LIBO Rate component thereof until Interest Period applicable thereto plus the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO RateApplicable Margin. Upon any such prepayment or conversion, the Borrower shall Borrowers will also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.