Common use of Illegality Clause in Contracts

Illegality. If due to any Change in Law it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

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

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate 's Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Regulatory Change in Law it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving LoansAdvances, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the BorrowerBorrowers, whereupon, until such Lender notifies the Borrower Borrowers and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving LoansAdvances, or to Convert outstanding Revolving Loans Advances into Eurodollar Rate Revolving LoansAdvances, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.162.14, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan Advance of such Lender then outstanding shall be converted to a Base Rate Revolving Loan Advance either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan Advance if such Lender may lawfully continue to maintain and fund such Revolving Loan Advance to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan Advance to such day.

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

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender Lender’s Loan shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

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

Illegality. If due to Notwithstanding any Change other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it shall become unlawful or impossible for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (or its Eurodollar Lending Officea) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation commitment of such Lender hereunder to make Eurodollar Rate Revolving Loans, or continue Eurodollar Loans as such and convert Base Rate Loans to Convert Eurodollar Loans shall forthwith be canceled and (b) such Lender's Loans then outstanding Revolving Loans into as Eurodollar Rate Revolving Loans, if any, shall be suspended. Before giving any notice converted automatically to Base Rate Loans on the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent respective last days of the then current Interest Periods with its internal policy and legal and regulatory restrictions applicable respect to such Lender) to designate a different Eurodollar Lending Office if Loans or within such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lenderearlier period as required by law. If any such notice conversion of a Eurodollar Loan occurs on a day which is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on not the last day of the then current Interest Period applicable with respect thereto, the Borrower shall pay to such Eurodollar Rate Revolving Loan Lender such amounts, if such Lender any, as may lawfully continue be required pursuant to maintain and fund such Revolving Loan to such day or (ii) immediately if such subsection 2.16. If circumstances subsequently change so that any affected Lender shall determine that it may not lawfully is no longer so affected, such Lender will promptly notify the Borrower and the Administrative Agent, and upon receipt of such notice, the obligations of such Lender to make or continue Eurodollar Loans or to maintain and fund such Revolving Loan to such dayconvert Base Rate Loans into Eurodollar Loans shall be reinstated.

Illegality. If due to any Change in Law it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar SOFR Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar SOFR Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar SOFR Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar SOFR Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar SOFR Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

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

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (to perform any of its obligations hereunder or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender Lender’s Loan shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to If, on or after the Effective Date, any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Officeapplicable lending office) to make, maintain or fund its Eurodollar Rate Revolving Loans, Loans and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, whereupon until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.162.15(e), such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office lending office if such designation would will avoid the need for giving such notice and would will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving an ABR Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan Loan, if such Lender may lawfully continue to maintain and fund such Revolving Loan as a Eurodollar Loan to such day day, or (ii) immediately immediately, if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan as a Eurodollar Loan to such day. Interest and principal on any such ABR Loan shall be payable on the same dates as, and on a pro rata basis with, the interest and principal payable on the related Eurodollar Loans of the other Lenders.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Lender reasonably determines that any Change in Law has made it shall become unlawful unlawful, or impossible that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender (or its Eurodollar Lending Office) applicable lending office to make, make or maintain or fund its Eurodollar any LIBO Rate Revolving Loans, and then, on notice thereof by such Lender shall so notify to the Borrower Representative through the Administrative Agent, the Administrative Agent any obligations of such Lender to make or continue LIBO Rate Loans or to convert ABR Borrowings to LIBO Rate Borrowings shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, be suspended until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower Representative that the circumstances giving rise to such suspension determination no longer existexist (which notice such Lender agrees to give promptly). Upon receipt of such notice, the obligation Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), either convert all LIBO Rate Borrowings of such Lender to make Eurodollar Rate Revolving LoansABR Borrowings, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan therefor, if such Lender may lawfully continue to maintain and fund such Revolving Loan LIBO Rate Borrowings to such day day, or (ii) immediately immediately, if such Lender shall determine that it may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the 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 fund will not, in the determination of such Revolving Loan Lender, otherwise be materially disadvantageous to such dayLender.

Illegality. If due to any Lender reasonably determines that any Change in Law has made it shall become unlawful unlawful, or impossible that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender (or its applicable Lending Office to make or maintain any Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, and then, on notice thereof by such Lender to the Borrowers through the Administrative Agent (at which time such Lender shall so notify the Administrative Agentbe deemed an “Affected Lender”), any obligations of such Affected Lender to make or continue Eurodollar Loans or to convert ABR Borrowings to Eurodollar Borrowings shall be suspended until such Affected Lender notifies the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent Borrowers that the circumstances giving rise to such suspension determination no longer exist. Upon receipt of such notice, the obligation of Borrowers shall upon demand from such Affected Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice (with a copy to the Administrative Agent pursuant to this Section 2.16Agent), such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different either convert all Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment Borrowings of such LenderAffected Lender to ABR Borrowings, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan therefor, if such Affected Lender may lawfully continue to maintain and fund such Revolving Loan Eurodollar Borrowings to such day day, or (ii) immediately immediately, if such Affected Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to Loans. Upon any such dayprepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

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

Illegality. If due to Notwithstanding any Change other provision of this Agreement, if any Lender determines that the introduction of, or any change in Law or in the interpretation of, any law, treaty or governmental rule, regulation or order after the Closing Date shall make it unlawful, or any central bank or other Governmental Authority shall become unlawful or impossible assert that it is unlawful, for any Lender (or its Eurodollar applicable Lending Office) Office to make, maintain or fund its make Eurodollar Rate Revolving Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender shall so notify to the Borrower through the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to make or to continue Eurodollar Rate Revolving Loans, or Loans and to Convert outstanding Revolving convert Base Rate Loans into Eurodollar Rate Revolving Loans, Loans shall be suspended, and each such Lender shall make a Base Rate Loan as part of any requested Borrowing of Eurodollar Rate Loans and (ii) if the affected Eurodollar Rate Loans are then outstanding, the Borrower shall immediately convert each such Loan into a Base Rate Loan. Before giving If, at any time after a Lender gives notice to the Administrative Agent pursuant to under this Section 2.16clause (d), such Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender shall use reasonable efforts (consistent with its internal policy promptly give notice of that determination to the Borrower and legal the Administrative Agent, and regulatory restrictions applicable the Administrative Agent shall promptly transmit the notice to each other Lender. The Borrower’s right to request, and such Lender) ’s obligation, if any, to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each make Eurodollar Rate Revolving Loan of such Lender then outstanding Loans shall thereupon be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such dayrestored.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan (whether denominated in Dollars or in the Alternative Currency) and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer existexist (which such Lender shall endeavor to do promptly upon that being the case), the obligation of such Lender to make Eurodollar Rate Revolving LoansLoans in the affected currency or currencies, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving LoansLoans in the affected currency or currencies, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing denominated in Dollars, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to If, after the date of this Agreement, any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so promptly notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Lender reasonably determines that any Change in Law has made it shall become unlawful unlawful, or impossible that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender (or its Eurodollar Lending Office) applicable lending office to make, make or maintain or fund its Eurodollar any LIBOR Rate Revolving Loans, and then, on notice thereof by such Lender shall so notify to the Administrative Borrower through the Agent, the Administrative Agent any obligations of such Lender to make or continue LIBOR Rate Loans or to convert ABR Borrowings to LIBOR Rate Borrowings shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, be suspended until such Lender notifies the Borrower Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension determination no longer exist. Upon receipt of such notice, the obligation Borrower shall upon demand from such Lender (with a copy to the Agent), either convert all LIBOR Rate Borrowings of such Lender to make Eurodollar Rate Revolving LoansABR Borrowings, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan therefor, if such Lender may lawfully continue to maintain and fund such Revolving Loan LIBOR Rate Borrowings to such day day, or (ii) immediately immediately, if such Lender shall determine that it may not lawfully continue to maintain such 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 fund will not, in the determination of such Revolving Loan Lender, otherwise be disadvantageous to such dayit.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (ia) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (iib) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (ia) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (iib) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to Notwithstanding any Change in Law it shall become unlawful or impossible for other provision of this Agreement, if (a) any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Facility Agent that the circumstances giving rise introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations hereunder to make Advances or to fund or maintain Advances or (b) any Lender notifies PMI and the Facility Agent that it is unlawful for such suspension no longer existLender or its Applicable Lending Office to make Advances or to fund or maintain Advances to a Designated Subsidiary due to the jurisdiction of organization of such Designated Subsidiary, then, in each case, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, such Advances shall be suspended. Before giving any notice suspended until the Facility Agent shall notify PMI and the Lenders that the circumstances causing such suspension no longer exist and the relevant aggregate Commitments shall be temporarily reduced by the amount of such Lender’s share of the Commitments affected by such illegality for the duration of the suspension with respect to the Administrative Agent pursuant such Advances; provided, however, that each Lender agrees to this Section 2.16, such Lender shall (i) use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lenderrestrictions) to designate a different Eurodollar Applicable Lending Office if the making of such a designation would avoid the need for giving allow such notice Lender or its Applicable Lending Office to continue to perform its obligations to make Advances or to continue to fund or maintain Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately to make or fund Advances to a different Borrower designated by PMI if the making of such designation would allow such Lender shall determine that it may not lawfully to continue to perform its obligations to make Advances or to continue to fund or maintain and fund such Revolving Loan to such dayAdvances.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Lender reasonably determines that any Change in Law has made it shall become unlawful unlawful, or impossible that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make or maintain any LIBO Rate Loans, then, on notice thereof by such Lender to the Borrowers (or its Eurodollar Lending Officethe Borrower Agent on behalf of Borrowers) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify through the Administrative Agent, the Administrative Agent any obligations of such Lender to make or continue LIBO Rate Loans or to convert ABR Borrowings to LIBO Rate Borrowings shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, be suspended until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrowers that the circumstances giving rise to such suspension determination no longer exist. Upon receipt of such notice, the obligation Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), either convert all LIBO Rate Borrowings of such Lender to make Eurodollar Rate Revolving LoansABR Borrowings, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan therefor, if such Lender may lawfully continue to maintain and fund such Revolving Loan LIBO Rate Borrowings to such day day, or (ii) immediately immediately, if such Lender shall determine that it may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the 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 fund will not, in the determination of such Revolving Loan Lender, otherwise be materially disadvantageous to such dayit.

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

Illegality. (a) If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Term Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Rate Borrowing, such Lender Lender’s Term Loan shall use reasonable efforts (consistent with its internal policy be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each affected Eurodollar Rate Revolving Loan of is then outstanding, such Lender then outstanding Term Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Eurodollar Rate Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Rate Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Lender reasonably determines that any Change in Law has made it shall become unlawful unlawful, or impossible that any Governmental Authority has asserted after the Effective Date that it is unlawful, for any such Lender (or its Eurodollar Lending Office) applicable lending office to make, make or maintain or fund its Eurodollar any LIBOR Rate Revolving Loans, and then, on notice thereof by such Lender shall so notify to the Administrative Borrower Agent through the Agent, the Administrative Agent any obligations of such Lender to make or continue LIBOR Rate Loans or to convert ABR Borrowings to LIBOR Rate Borrowings shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, be suspended until such Lender notifies the Borrower Agent and the Administrative Borrower Agent that the circumstances giving rise to such suspension determination no longer exist. Upon receipt of such notice, the obligation Borrower Agent shall upon demand from such Lender (with a copy to the Agent), either convert all LIBOR Rate Borrowings of such Lender to make Eurodollar Rate Revolving LoansABR Borrowings, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan therefor, if such Lender may lawfully continue to maintain and fund such Revolving Loan LIBOR Rate Borrowings to such day day, or (ii) immediately immediately, if such Lender shall determine that it may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the 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 fund will not, in the determination of such Revolving Loan Lender, otherwise be disadvantageous to such dayit.

Illegality. If due to any Lender shall notify the Borrower that any Change in Law makes it shall become unlawful unlawful, or impossible that any central bank or other Governmental Authority asserts that it is unlawful, for any such Lender (or its Eurodollar applicable Lending Office) Office to perform its obligations under this Agreement to make, maintain maintain, or fund its any Eurodollar Rate Revolving LoansLoans of such Lender then outstanding hereunder, (a) all Eurodollar Loans of such Lender that are then the subject of any Notice of Borrowing and that cannot be lawfully funded shall be funded as ABR Loans of such Lender, (b) all Eurodollar Loans of such Lender shall so notify be Converted automatically to ABR Loans of such Lender on the Administrative Agentrespective last days of the then current Interest Periods with respect to such Eurodollar Loans or within such earlier period as required by such change in circumstances, and (c) the Administrative Agent right of the Borrower to select Eurodollar Loans from such Lender for any subsequent Revolving Borrowing shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, be suspended until such Lender notifies shall notify the Borrower and the Administrative Agent that the circumstances giving rise to causing such suspension no longer exist, the obligation of such . Each Lender agrees to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use commercially reasonable efforts (consistent with its internal policy policies and legal and regulatory restrictions applicable to such Lenderrestrictions) to designate a different Eurodollar Lending Office if the making of such designation would avoid the need for giving such notice effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower Representative and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower Representative that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to (a) Notwithstanding any other provision herein, if, after the date on which this Agreement becomes effective, a Change in Law shall make it shall become unlawful or impossible for any Lender to (i) honor any Commitment it may have hereunder to make any Eurodollar Loan, then such Commitment shall be suspended, or its (ii) maintain any Eurodollar Lending Office) to makeLoan or any Competitive Bid Eurodollar Loan, maintain or fund its then all Eurodollar Loans and Competitive Bid Eurodollar Loans of such Lender then outstanding shall be converted into Base Rate Revolving LoansLoans as provided in Section 8.02(b), and any remaining Commitment of such Lender hereunder to make Eurodollar Loans (but not other Loans) shall so notify be immediately suspended, in either case until such Lender may again make and/or maintain Eurodollar Loans (as the Administrative Agentcase may be), the Administrative Agent shall forthwith give notice thereof to and borrowings from such Lender, at a time when borrowings from the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise are to such suspension no longer exist, the obligation be of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspendedmade, simultaneously with such borrowings from the other Lenders, by way of Base Rate Loans. Upon the occurrence of any such change, such Lender shall promptly notify the Company thereof (with a copy to the Administrative Agent), and shall furnish to the Company in writing evidence thereof certified by such Lender. Before giving any notice to the Administrative Agent pursuant to this Section 2.168.02, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Applicable Lending Office if such designation would will avoid the need for giving such notice and would will not, in the sole reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

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

Illegality. If due to Notwithstanding any Change other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it shall become unlawful or impossible for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (or its Eurodollar Lending Officea) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation commitment of such Lender hereunder to make Eurodollar Rate Revolving Loans, or continue Eurodollar Loans as such and convert Alternate Base Rate Loans to Convert Eurodollar Loans shall forthwith be cancelled and (b) such Lender's Loans then outstanding Revolving Loans into as Eurodollar Rate Revolving Loans, if any, shall be suspended. Before giving converted automatically to Alternate Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law; provided that before making any notice such demand, each Lender agrees to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable and so long as such efforts would not be disadvantageous to such Lenderit, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurodollar Lending Office lending office if the making of such a designation would allow the Lender or its lending office to continue to perform its obligations to make Eurodollar Loans and avoid the need for giving for, or materially reduce the amount of, such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lenderincreased cost. If any such notice conversion of a Eurodollar Loan occurs on a day which is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on not the last day of the then current Interest Period applicable with respect thereto, the Borrower shall pay to such Eurodollar Rate Revolving Loan Lender such amounts, if such Lender any, as may lawfully continue be required pursuant to maintain and fund such Revolving Loan to such day or (ii) immediately if such Section 4.8. If circumstances subsequently change so that any affected Lender shall determine that it may not lawfully is no longer so affected, such Lender will promptly notify the Borrower and the Administrative Agent, and upon receipt of such notice, the obligations of such Lender to make or continue Eurodollar Loans or to maintain and fund such Revolving Loan to such dayconvert Alternate Base Rate Loans into Eurodollar Loans shall be reinstated.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain maintain, or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, and the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.1611.2, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office lending office if such designation would will avoid the need for giving such notice and would will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If Upon receipt of such notice is givennotice, notwithstanding anything contained in Article 2, the Borrower shall repay in full the amount of each affected Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan Lender, together with accrued interest thereon, either (ia) on the last day of the then current Interest Eurodollar Loan Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Eurodollar Loan to such day or (iib) immediately if such Lender shall determine that it may not lawfully continue to fund and maintain and fund such Revolving Eurodollar Loan to such day. Concurrently with repaying each affected Eurodollar Loan of such Lender, notwithstanding anything contained in Article 2, the Borrower shall borrow a Base Rate Loan from such Lender, and such Lender shall make such Base Rate Loan in an amount such that the amount of the Loans held by such Lender shall equal the amount of such Loans immediately prior to such repayment.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar any LIBOR Loan or Index Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Company and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Company that the circumstances giving rise to such suspension no longer existexist (which it shall promptly do), the obligation of such Lender to make Eurodollar LIBOR Loans and Index Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar LIBOR Loans or Index Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate case of the making of a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar LIBOR Revolving Loan Borrowing or Index Rate Revolving Loan Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Loan Borrowing and if the affected LIBOR Loan or Index Rate Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving LIBOR Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving LIBOR Loan to such daydate, and immediately in the case of an Index Rate Loan. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Change in Law it shall become make in unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate 's Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to Notwithstanding any Change in Law it shall become unlawful or impossible for other provision of this Agreement, if any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the introduction of or any change in, or in the interpretation of, any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Lender or its Applicable Lending Office to perform its obligations hereunder to make Advances (other than, subject to clause (c) of this paragraph, Base Rate Advances) or to fund or maintain any such Advances, (a) each such Advance of such Lender will automatically, upon such demand, be Converted into a Base Rate Advance, (b) the obligation of the Lenders to make such Advances or to Convert Base Rate Advances into such Advances shall be suspended and (c) if such notice asserts the illegality of such Lender making or maintaining Base Rate Advances, the interest rate on which is determined by reference to the Adjusted Term SOFR component of the Base Rate, the interest rate on such Base Rate Advances shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR component of the Base Rate, in each case, until the Administrative Agent shall notify Mondelēz International and the Lenders that the circumstances giving rise to causing such suspension no longer exist, the obligation of in each case, subject to Section 9.04(b) hereof; provided, however, that before making any such demand, each Lender agrees to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lenderrestrictions) to designate a different Eurodollar Applicable Lending Office if the making of such a designation would avoid allow such Lender or its Applicable Lending Office to continue to perform its obligations to make Advances or to continue to fund or maintain such Advances, as the need for giving such notice case may be, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

Illegality. If due to Notwithstanding any Change other provision of this Agreement, if any Lender determines that the introduction of or any change in Law or in the interpretation of any law, treaty or governmental rule, regulation or order after the date of this Agreement shall make it unlawful, or any central bank or other Governmental Authority shall become unlawful or impossible assert that it is unlawful, for any Lender (or its Eurodollar Lending Office) Office to make, maintain or fund its make Eurodollar Rate Revolving Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender shall so notify to the Borrower through the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to make or to continue Eurodollar Rate Revolving Loans, or Loans and to Convert outstanding Revolving convert Base Rate Loans into Eurodollar Rate Revolving Loans, Loans shall be suspended, and each such Lender shall make a Base Rate Loan as part of any requested Borrowing of Eurodollar Rate Loans and (ii) if the affected Eurodollar Rate Loans are then outstanding, the Borrower shall immediately convert each such Loan into a Base Rate Loan. Before giving If at any time after a Lender gives notice to the Administrative Agent pursuant to under this Section 2.162.14(d) such Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender shall use reasonable efforts (consistent with its internal policy promptly give notice of that determination to the Borrower and legal the Administrative Agent, and regulatory restrictions applicable the Administrative Agent shall promptly transmit the notice to each other Lender. The Borrower’s right to request, and such Lender) ’s obligation, if any, to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each make Eurodollar Rate Revolving Loan of such Lender then outstanding Loans shall thereupon be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such dayrestored.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (to perform any of its obligations hereunder or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, use reasonable efforts to designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to If, on or after the date hereof, any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Euro-Dollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, Euro-Dollar Loans and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, whereupon until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Euro-Dollar Loans, or to Convert convert outstanding Revolving Loans into Eurodollar Rate Revolving Euro-Dollar Loans or continue outstanding Loans as Euro-Dollar Loans, in each case to the Borrower shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16Section, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Euro-Dollar Lending Office if such designation would will avoid the need for giving such notice and would will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Euro-Dollar Loan of such Lender then outstanding to the Borrower shall be converted to a Base Rate Revolving Loan either (ia) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Euro-Dollar Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan as a Euro-Dollar Loan to such day or (iib) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan as a Euro-Dollar Loan to such day. Interest and principal on any such Base Rate Loan shall be payable on the same dates as, and on a pro rata basis with, the interest and principal payable on the related Euro-Dollar Loans of the other Lenders.

Illegality. If due to any Lender shall notify the Borrower that any Change in Law makes it shall become unlawful unlawful, or impossible that any central bank or other Governmental Authority asserts that it is unlawful, for any such Lender (or its Eurodollar applicable Lending Office) Office to perform its obligations under this Agreement to make, maintain maintain, or fund any Eurodollar Advances of such Lender then outstanding hereunder, (a) the Borrower shall, no later than 11:00 a.m. (Houston, Texas, time) (i) if not prohibited by law, on the last day of the Interest Period for each outstanding Eurodollar Advance or (ii) if required by such notice, on the second Business Day following its receipt of such notice, prepay all of the Eurodollar Rate Revolving LoansAdvances of such Lender then outstanding, together with accrued interest on the principal amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.9 as a result of such prepayment being made on such date, (b) such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof simultaneously make a Base Rate Advance to the other Lenders Borrower on such date in an amount equal to the aggregate principal amount of the Eurodollar Advances prepaid to such Lender, and (c) the Borrower, whereupon, right of the Borrower to select Eurodollar Advances from such Lender for any subsequent Borrowing shall be suspended until such Lender notifies shall notify the Borrower and the Administrative Agent that the circumstances giving rise to causing such suspension no longer exist, the obligation of such . Each Lender agrees to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use commercially reasonable efforts (consistent with its internal policy policies and legal and regulatory restrictions applicable to such Lenderrestrictions) to designate a different Eurodollar Lending Office if the making of such designation would avoid the need for giving such notice effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

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

Illegality. If due to any Lender reasonably determines that any Change in Law has made it shall become unlawful unlawful, or impossible that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender (or its applicable Lending Office to make or maintain any Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, and then, on notice thereof by such Lender to the Borrower through the Administrative Agent (at which time such Lender shall so notify the Administrative Agentbe deemed an “Affected Lender”), any obligations of such Affected Lender to make or continue Eurodollar Loans or to convert CBFR Borrowings to Eurodollar Borrowings shall be suspended until such Affected Lender notifies the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension determination no longer exist. Upon receipt of such notice, the obligation of Borrower shall upon demand from such Affected Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice (with a copy to the Administrative Agent pursuant to this Section 2.16Agent), such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different either convert all Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment Borrowings of such LenderAffected Lender to CBFR Borrowings, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan therefor, if such Affected Lender may lawfully continue to maintain and fund such Revolving Loan Eurodollar Borrowings to such day day, or (ii) immediately immediately, if such Affected Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to Loans. Upon any such dayprepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If due to any Lender reasonably determines that any Change in Law has made it shall become unlawful unlawful, or impossible that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender (or its Eurodollar Lending Office) applicable lending office to make, make or maintain or fund its Eurodollar any LIBO Rate Revolving Loans, and then, on notice thereof by such Lender shall so notify to the Administrative Borrower through the Agent, the Administrative Agent any obligations of such Lender to make or continue LIBO Rate Loans or to convert ABR Borrowings to LIBO Rate Borrowings shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, be suspended until such Lender notifies the Borrower Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension determination no longer existexist and until such notice is given by such Lender, the obligation Borrower shall only request ABR Borrowings from such Lender. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Agent), either convert all LIBO Rate Borrowings of such Lender to make Eurodollar Rate Revolving LoansABR Borrowings, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan therefor, if such Lender may lawfully continue to maintain and fund such Revolving Loan LIBO Rate Borrowings to such day day, or (ii) immediately immediately, if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan 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 daydesignation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be disadvantageous to it.

Illegality. If due to Notwithstanding any Change other provision of this Agreement, if any Lender determines that the introduction of or any change in Law or in the interpretation of any law, treaty or governmental rule, regulation or order after the date of this Agreement shall make it unlawful, or any central bank or other Governmental Authority shall become unlawful or impossible assert that it is unlawful, for any Lender (or its Eurodollar Lending Office) Office to make, maintain or fund its make Eurodollar Rate Revolving Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender shall so notify to the Borrower through the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to make or to continue Eurodollar Rate Revolving Loans, or Loans and to Convert outstanding Revolving convert Base Rate Loans into Eurodollar Rate Revolving Loans, Loans shall be suspended, and each such Lender shall make a Base Rate Loan as part of any requested Borrowing of Eurodollar Rate Loans and (ii) if the affected Eurodollar Rate Loans are then outstanding, the Borrower shall immediately convert each such Loan into a Base Rate Loan. Before giving If at any time after a Lender gives notice to the Administrative Agent pursuant to under this Section 2.162.14(d) such Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender shall use reasonable efforts (consistent with its internal policy promptly give notice of that determination to the Borrower and legal the Administrative Agent, and regulatory restrictions applicable the Administrative Agent shall promptly transmit the notice to each other Lender. The Borrower's right to request, and such Lender) 's obligation, if any, to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each make Eurodollar Rate Revolving Loan of such Lender then outstanding Loans shall thereupon be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such dayrestored.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing and, with respect to Eurodollar Loans, for the same Interest Period, and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan Loan, either (ia) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (iib) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due Subject to the provisions set forth in Section 3.09, if any Change in Lender determines that any Law has made it shall become unlawful unlawful, or impossible that any Governmental Authority has asserted that it is unlawful, for any Lender (or its Eurodollar applicable Lending Office) Office to make, maintain or fund its Eurodollar Rate Revolving LIBOR Loans, and or to determine or charge interest rates based upon LIBOR, then, on notice thereof by such Lender shall so notify to the Lead Borrower through the Administrative Agent, the Administrative Agent any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, be suspended until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Lead Borrower that the circumstances giving rise to such suspension determination no longer exist. Upon receipt of such notice, the obligation Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBOR Loans of such Lender to make Eurodollar Base Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan therefor, if such Lender may lawfully continue to maintain and fund such Revolving Loan LIBOR Loans to such day day, or (ii) immediately promptly, if such Lender shall determine that it may not lawfully continue to maintain such LIBOR Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted and fund all amounts due, if any, in connection with such Revolving Loan prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such dayLender.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be materially disadvantageous to such Lender in the good faith exercise of its discretion.

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

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

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or to perform any of its Eurodollar Lending Office) obligations hereunder, to make, maintain or fund its Eurodollar Rate Revolving Loansany SOFR Loan or to or to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving SOFR Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving SOFR Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a SOFR Borrowing, such Lender Lender’s Loan shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and, if the affected SOFR Loan is then outstanding, such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving SOFR Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving SOFR Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, use reasonable efforts to designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Change in Law it shall become unlawful or impossible for any Lender shall reasonably determine in good faith (or its Eurodollar Lending Office) to makewhich determination shall, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give upon notice thereof to the other Lenders Borrower and the BorrowerFacility Agent, whereuponbe conclusive and binding on the Borrower absent manifest error) that any Law makes it unlawful, or any central bank or other Governmental Authority or comparable agency asserts that it is unlawful, for such Lender to make, continue or maintain any Loan as a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain any such Loans shall, upon such determination, forthwith be suspended until such Lender notifies shall notify the Borrower and the Administrative Facility Agent that the circumstances giving rise to causing such suspension no longer existexist (and the Facility Agent will promptly so notify the Borrower). Upon receipt of notice of such determination, the obligation Borrower shall upon demand from such Lender (with a copy to the Facility Agent), prepay or convert such LIBO Rate Loans of such Lender to make Eurodollar Alternate Base Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan therefor, if such Lender may lawfully continue to maintain and fund such Revolving Loan LIBO Rate Loans to such day day, or (ii) immediately promptly, if such Lender shall determine that it may not lawfully continue to maintain such LIBO Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and fund all amounts due, if any, in connection with such Revolving Loan prepayment or conversion under Section 2.07(b). Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such dayLender.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrowers and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrowers that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrowers and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrowers that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Loan or Index Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Revolving Loans or Index Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Loans or Index Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing or an Index Rate Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate, and immediately in the case of an Index Rate Loan. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be commercially disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to Notwithstanding any Change other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it shall become unlawful or impossible for any Lender to make or maintain Eurodollar Loans or Offshore Currency Loans as contemplated by this Agreement, (or its Eurodollar Lending Officea) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation commitment of such Lender hereunder to make Eurodollar Rate Revolving such Type of Loans, or continue such Type of Loans as such and convert Base Rate Loans to Convert Eurodollar Loans shall forthwith be cancelled, (b) such Lender's Loans then outstanding Revolving Loans into as Eurodollar Rate Revolving Loans, if any, shall be suspended. Before giving any notice converted automatically to Base Rate Loans on the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent respective last days of the then current Interest Periods with its internal policy and legal and regulatory restrictions applicable respect to such LenderLoans or within such earlier period as required by law and (c) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender's Loans then outstanding as Offshore Currency Loans, if any, shall be otherwise disadvantageous due on the respective last days of the then current Interest Periods with respect to such LenderLoans or within such earlier period as required by law. If any such notice conversion of a Eurodollar Loan or repayment of an Offshore Currency Loan occurs on a day which is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on not the last day of the then current Interest Period applicable with respect thereto, the Company shall (or shall cause the relevant Subsidiary Borrower to) pay to such Lender such amounts, if any, as may be required pursuant to subsection 6.13. During any such period of illegality, any Loans that, but for the application of the preceding sentence would have been maintained as Eurodollar Loans, shall be made and maintained by the affected Lender as Base Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such dayLoans.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then then-current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

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

Illegality. If due to any Change in Law it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative AgentAgent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful for such Lender or its Applicable Lending Office to perform its obligations under this Agreement to maintain any Eurodollar Rate Advances of such Lender then outstanding hereunder, then, notwithstanding anything herein to the contrary, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the BorrowerBorrower shall, whereupon, until if demanded by such Lender notifies by notice to the Borrower and the Administrative Agent that no later than 12:00 noon (New York, New York time), (a) if not prohibited by Legal Requirement to maintain such Eurodollar Rate Advances for the circumstances giving rise to such suspension no longer existduration of the Interest Period, on the obligation last day of the Interest Period for each outstanding Eurodollar Rate Advance of such Lender or (b) if prohibited by Legal Requirement to make maintain such Eurodollar Rate Revolving LoansAdvances for the duration of the Interest Period, or to on the second Business Day following its receipt of such notice from such Lender, Convert outstanding Revolving Loans into all such affected Eurodollar Rate Revolving LoansAdvances of such Lender then outstanding to Adjusted Base Rate Advances, shall be suspended. Before giving any notice and pay accrued interest on the principal amount Converted to the Administrative Agent date of such Conversion and amounts, if any, required to be paid pursuant to this Section 2.16, 2.08 as a result of such Conversion being made on such date. Each Lender shall agrees to use commercially reasonable efforts (consistent with its internal policy policies and legal and regulatory restrictions applicable to such Lenderrestrictions) to designate a different Eurodollar Applicable Lending Office if the making of such designation would avoid the need for giving such notice effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Revolving Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, use reasonable efforts to designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (to perform any of its obligations hereunder or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender Lender’s Loan shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, use reasonable efforts to designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Lender reasonably determines that any Change in Law has made it shall become unlawful unlawful, or impossible that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender (or its Eurodollar Lending Office) applicable lending office to make, make or maintain or fund its Eurodollar any LIBO Rate Revolving Loans, and then, on notice thereof by such Lender shall so notify to the Administrative Borrower through the Agent, the Administrative Agent any obligations of such Lender to make or continue LIBO Rate Loans or to convert ABR Borrowings to LIBO Rate Borrowings shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, be suspended until such Lender notifies the Borrower Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension determination no longer exist. Upon receipt of such notice, the obligation Borrower shall upon demand from such Lender (with a copy to the Agent), either convert all LIBO Rate Borrowings of such Lender to make Eurodollar Rate Revolving LoansABR Borrowings, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan therefor, if such Lender may lawfully continue to maintain and fund such Revolving Loan LIBO Rate Borrowings to such day day, or (ii) immediately immediately, if such Lender shall determine that it may not lawfully continue to maintain such 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 fund will not, in the determination of such Revolving Loan Lender, otherwise be disadvantageous to such dayit.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate 's Revolving Loan shall be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to If, after the date hereof, any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, Euro-Dollar Advances and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, whereupon until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, permit continuations or conversions of Euro-Dollar Advances shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16Section, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would will avoid the need for giving such notice and would will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund any of its portion of the outstanding Euro-Dollar Advances to maturity and shall so specify in such Revolving Loan notice, the Borrower shall immediately prepay in full the then outstanding principal amount of the Euro-Dollar Advances of such Lender, together with accrued interest thereon and any amount due such Lender pursuant to Section 8.05. Concurrently with prepaying such dayEuro-Dollar Advances, the Borrower shall borrow a Base Rate Advance in an equal principal amount from such Lender (on which interest and principal shall be payable contemporaneously with the related Euro-Dollar Advances of the other Lenders), and such Lender shall make such a Base Rate Advance.

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

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan (generally or only with respect to Interest Periods of a particular length) and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice suspended to the Administrative Agent pursuant to this Section 2.16extent of such unlawfulness. In the case that making a Eurodollar Borrowing, such Lender Lender’s Loan shall use reasonable efforts be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period (consistent or a Eurodollar Borrowing with its internal policy and legal and regulatory restrictions applicable to an Interest Period selected by the Borrower that can be lawfully maintained by such Lender) to designate a different and, if the affected Eurodollar Lending Office if Loan is then outstanding, such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to If, after the date hereof, the adoption of any Change 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 with any directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar portion of such Eurocurrency Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, and the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.1610.2, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office lending office if such designation would will avoid the need for giving such notice and would will not, in the sole reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan Upon receipt of such Lender then outstanding notice, notwithstanding anything contained in Article 2 hereof, the Borrower shall be converted prepay in full such Eurocurrency Rate Loan or Convert such Eurocurrency Rate Loan to a Base Rate Revolving Loan Loan, either (ia) on the last day of the then current Interest Period applicable to such Eurodollar affected Eurocurrency Rate Revolving Loan if such Lender may lawfully continue to maintain and fund its portion of such Revolving Eurocurrency Rate Loan to such day or (iib) immediately if such Lender shall determine that it may not lawfully continue to fund and maintain and fund its portion of such Revolving affected Eurocurrency Rate Loan to such day.

Illegality. If due to Notwithstanding any Change other provisions of this Agreement or any other Loan Document, if at any time any change in Law applicable law, rule or regulation or in the interpretation thereof makes it shall become unlawful or impossible for any Lender (to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated hereby with respect to such Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that and such Lender’s obligations to make or maintain Eurodollar Loans in the circumstances giving rise to such suspension affected currency or currencies under this Agreement shall be suspended until it is no longer exist, the obligation of unlawful for such Lender to make or maintain Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving . Such Lender may require that (I) any such affected Eurodollar Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, denominated in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall Dollars be converted to a Base Rate Revolving Loan either (i) Loans from such Lender automatically on the last day effective date of the then current Interest Period applicable notice provided above, and such Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender or (II) any such affected Eurodollar Loans denominated in an Alternative Currency, cause the interest rate with respect to such affected Eurodollar Rate Revolving Loan if Loans to be determined by an alternative rate mutually acceptable to the Borrower and the applicable Lenders. Such Lender shall withdraw such notice promptly following any date on which it becomes lawful for such Lender may lawfully continue to make and maintain and fund such Revolving Loan Eurodollar Loans or give effect to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue its obligations as contemplated hereby with respect to maintain and fund such Revolving Loan to such dayany Eurodollar Loan.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Loan or Index Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Revolving Loans or Index Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Loans or Index Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing or an Index Rate Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate, and immediately in the case of an Index Rate Loan. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

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

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

Illegality. If due to Notwithstanding any Change other provision of this Agreement, if any Lender determines that the introduction of or any change in Law or in the interpretation of any law, treaty or governmental rule, regulation or order after the Original Effective Date shall make it unlawful, or any central bank or other Governmental Authority shall become unlawful or impossible assert that it is unlawful, for any Lender (or its Eurodollar Lending Office) Office to make, maintain or fund its make Eurodollar Rate Revolving Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender shall so notify to the Administrative Borrower through the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to make or to continue Eurodollar Rate Revolving Loans, or Loans and to Convert outstanding Revolving convert Base Rate Loans into Eurodollar Rate Revolving Loans, Loans shall be suspended. Before giving , and each such Lender shall make a Base Rate Loan as part of any notice to requested Borrowing of Eurodollar Rate Loans and (ii) if the affected Eurodollar Rate Loans are then outstanding, the Administrative Agent pursuant to Borrower shall immediately convert each such Loan into a Base Rate Loan. If at any time after a Lender gives notice under this Section 2.162.13(d) such Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender shall use reasonable efforts (consistent with its internal policy promptly give notice of that determination to the Administrative Borrower and legal the Administrative Agent, and regulatory restrictions applicable the Administrative Agent shall promptly transmit the notice to each other Lender. The Administrative Borrower’s right to request, and such Lender) ’s obligation, if any, to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each make Eurodollar Rate Revolving Loan of such Lender then outstanding Loans shall thereupon be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such dayrestored.

Illegality. If due to If, after the date of this Agreement, the adoption of any Change applicable law, rule, or regulation, or any change therein, or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving LoansBorrowings, and such then Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspendedBorrowers. Before giving any notice to the Administrative Agent pursuant to this Section 2.16SECTION, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office lending office if such designation would will avoid the need for giving such notice and would not, in the judgment of such Lender, will not be otherwise disadvantageous to any non-trivial extent to Lender (as determined in good faith by Lender). Upon receipt of such Lender. If such notice is givennotice, Borrowers shall either (i) repay in full the then outstanding principal amount of all Eurodollar Borrowings, together with accrued interest thereon, or (ii) convert each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted Borrowing to a Base Rate Revolving Loan Borrowing, on either (iA) on the last day of the then then-current Interest Period applicable to such Eurodollar Rate Revolving Loan Borrowing if such Lender may lawfully continue to maintain and fund such Revolving Loan Eurodollar Borrowing to such day or (iiB) immediately if such Lender shall determine that it may not lawfully continue to fund and maintain and fund such Revolving Loan Eurodollar Borrowing to such day, PROVIDED THAT Borrowers shall be liable for any Funding Loss arising pursuant to such conversion.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Parent and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Parent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to If, after the Closing Date, any Change in Law shall make it shall become unlawful or impossible for any Lender (to make or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify Loans in the Administrative Agentapplicable Available Foreign Currency, the Administrative Agent shall forthwith give notice thereof to the other Lenders and notify the Borrower. Upon receipt of such notice, whereupon, until such Lender notifies the applicable Eurodollar Loan made in an Available Foreign Currency shall be repaid by the Borrower and and/or converted to an Available Foreign Currency or Dollars on either: (i) the Administrative Agent that last day of the circumstances giving rise then current Interest Period for the affected Eurodollar Loan, if Lenders may lawfully continue to maintain a Loan at such Available Foreign Currency to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loansday, or (ii) immediately, if Lenders may not lawfully continue to Convert outstanding so maintain such Eurodollar Loan. In the case of the making of a Eurodollar Borrowing denominated in an Available Foreign Currency, such Lender’s Revolving Loans into Eurodollar Rate Revolving Loans, Loan shall be suspended. Before giving any notice to made as a Base Rate Loan as a part of the Administrative Agent pursuant to this Section 2.16same Borrowing for the same Interest Period and if the affected Loan is then outstanding, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be exchanged for the Dollar Equivalent thereof and converted to a Base Based Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to Notwithstanding any Change other provision herein, if the adoption of or any change in Law applicable law or regulation or in the interpretation or application thereof shall make it shall become unlawful or impossible for any Lender to make or maintain EurodollarTerm Benchmark Loans as contemplated by this Agreement, (or its Eurodollar Lending Officea) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation commitment of such Lender hereunder to make Eurodollar Rate Revolving EurodollarTerm Benchmark Loans, or to Convert outstanding Revolving continue EurodollarTerm Benchmark Loans as such and convert ABR Loans into Eurodollar Rate Revolving EurodollarTerm Benchmark Loans shall forthwith be canceled and (b) such Lender’s Loans then outstanding as EurodollarTerm Benchmark Loans, if any, shall be suspended. Before giving any notice converted automatically to ABR Loans on the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent respective last days of the then current Interest Periods with its internal policy and legal and regulatory restrictions applicable respect to such Lender) to designate a different Eurodollar Lending Office if Loans or within such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lenderearlier period as required by law. If any such notice conversion or repayment of a EurodollarTerm Benchmark Loan occurs on a day which is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on not the last day of the then current Interest Period applicable with respect thereto, the Borrower shall pay to such Eurodollar Rate Revolving Loan Lender such amounts, if such Lender any, as may lawfully continue be required pursuant to maintain and fund such Revolving Loan to such day or (ii) immediately if such Section 2.16. If circumstances subsequently change so that any affected Lender shall determine that it may not lawfully is no longer so affected, such Lender will promptly notify the Borrower and the Administrative Agent, and upon receipt of such notice, the obligations of such Lender to make or continue EurodollarTerm Benchmark Loans or to maintain and fund such Revolving Loan to such dayconvert ABR Loans into EurodollarTerm Benchmark Loans shall be reinstated.

Illegality. If due to Notwithstanding any Change other provisions of this Agreement or any other Loan Document, if at any time any change in Law applicable law, rule or regulation or in the interpretation thereof makes it shall become unlawful or impossible for any Lender (to make or continue to maintain any Term Benchmark Loans whose interest is determined by reference to Adjusted Term SOFR Rate, or to perform its Eurodollar Lending Office) obligations as contemplated hereby with respect to make, maintain or fund its Eurodollar Rate Revolving such Term Benchmark Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Lead Borrower and the Administrative Agent that and such Lender’s obligations to make or maintain Term Benchmark Loans in the circumstances giving rise to such suspension affected currency or currencies under this Agreement shall be suspended until it is no longer exist, the obligation of unlawful for such Lender to make Eurodollar or maintain Term Benchmark Loans in such affected currency or currencies. In the case of Term Benchmark Loans denominated in Dollars, such Lender may require that such affected Term Benchmark Loans be converted to Base Rate Revolving LoansLoans from such Lender automatically on the effective date of the notice provided above, or and such Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender. Each Xxxxxx agrees to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to notify the Administrative Agent pursuant to this Section 2.16, and the Lead Borrower in writing promptly following any date on which it becomes lawful for such Lender shall use reasonable efforts (consistent to make and maintain Term Benchmark Loans or give effect to its obligations as contemplated hereby with its internal policy and legal and regulatory restrictions applicable respect to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such dayany Term Benchmark Loan.

Illegality. If due to Notwithstanding any Change other provisions herein, if any present or future law, regulation, treaty or directive or in Law the interpretation or application thereof by any governmental authority charged with administration or interpretation thereof shall make it shall become unlawful or impossible for any Lender (to make or maintain LIBOR Rate Loans or to give effect to its Eurodollar Lending Office) to makeobligations as contemplated by this Agreement, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof of such circumstances to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and Agent and thereupon (a) the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation Commitment of such Lender to make Eurodollar LIBOR Rate Revolving Loans, Loans or convert Loans of another Type to Convert outstanding Revolving LIBOR Rate Loans into Eurodollar shall forthwith be suspended and (b) the LIBOR Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender Loans then outstanding shall be converted automatically to a Base Rate Revolving Loan either (i) Loans on the last day of the then current each Interest Period applicable to such Eurodollar LIBOR Rate Revolving Loan if Loans or within such earlier period as may be required by law. Borrower hereby agrees promptly to pay to Agent for the account of such Lender, upon demand, any additional amounts necessary to compensate such Lender may lawfully continue for any costs incurred by such Lender in making any conversion in accordance with this § 4.11, including any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. The Base Rate shall remain in effect thereafter unless and fund such Revolving Loan to such day or (ii) immediately if until such Lender shall determine have determined in good faith (which determination shall be conclusive and binding upon Borrower) that it the aforesaid circumstances no longer exist, whereupon such Lender shall notify Borrower and Agent and Borrower may not lawfully continue to maintain and fund such Revolving Loan to such daysubmit a Conversion Request in accordance with the provisions of § 2.6 hereof.

Illegality. If due to Notwithstanding any Change other provision of this Agreement, in Law the event that it shall become becomes unlawful or impossible for any Lender (to honor its obligation to make or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans hereunder, then such Lender shall promptly notify the Borrower thereof (with a copy to the Agent) and such Lender's obligation to make or continue Eurodollar Rate Loans, or to convert Base Rate Loans into Eurodollar Rate Loans, shall be suspended until such time as such Lender may again make and maintain Eurodollar Rate Loans, and such Lender's outstanding Eurodollar Rate Loans shall be converted into Base Rate Loans in accordance with Section 2.8 or earlier if required by applicable law. The conversion of any Eurodollar Rate Loans into Base Rate Loans shall apply only to any Lender shall so notify who is affected by such restrictions and who has provided the Administrative Agentnotice described above, and the Administrative Agent shall forthwith give notice thereof to obligation of the other Lenders to make, and to convert Base Rate Loans into, Eurodollar Rate Loans shall not be affected by such restrictions. In the Borrowerevent that the obligation of some, whereuponbut not all, until such Lender notifies of the Lenders to make, or to convert Base Rate Loans into, Eurodollar Rate Loans is so suspended, then any request by the Borrower and during the Administrative Agent that pendency of such suspension for a Eurodollar Rate Loan shall be deemed a request for such Eurodollar Rate Loan from the circumstances giving rise Lender(s) not subject to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (ifrom the Lender(s) who are subject to such suspension, in each case in the respective amounts based on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such dayLenders' respective Applicable Commitment Percentages.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, any SOFR Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving SOFR Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving SOFR Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a SOFR Borrowing, such Lender Xxxxxx’s Loan shall use reasonable efforts (consistent with its internal policy be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and legal and regulatory restrictions applicable to if the affected SOFR Loan is then outstanding, such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving SOFR Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving SOFR Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to Notwithstanding any Change other provision of this Agreement, if any Lender determines that the introduction of, or any change in Law or in the interpretation of, any law, treaty or governmental rule, regulation or order after the Closing Date shall make it unlawful, or any central bank or other Governmental Authority shall become unlawful or impossible assert that it is unlawful, for any Lender (or its Eurodollar applicable Lending Office) Office to make, maintain or fund its make Eurodollar Rate Revolving Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender shall so notify to the Borrower through the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to make or to continue Eurodollar Rate Revolving Loans, or Loans and to Convert outstanding Revolving convert Base Rate Loans into Eurodollar Rate Revolving Loans, Loans shall be suspended, and each such Lender shall make a Base Rate Loan as part of any requested Borrowing of Eurodollar Rate Loans and (ii) if the affected Eurodollar Rate Loans are then outstanding, the Borrower shall immediately convert each such Loan into a Base Rate Loan. Before giving If, at any time after a Lender gives notice to the Administrative Agent pursuant to under this Section 2.16clause (c), such Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender shall use reasonable efforts (consistent with its internal policy promptly give notice of that determination to the Borrower and legal the Administrative Agent, and regulatory restrictions applicable the Administrative Agent shall promptly transmit the notice to each other Lender. The Borrower’s right to request, and such Lender) ’s obligation, if any, to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each make Eurodollar Rate Revolving Loan of such Lender then outstanding Loans shall thereupon be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such dayrestored.

Illegality. If due to If, after the date of this Agreement, the adoption of any Change applicable law, rule, or regulation, or any change therein, or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency, shall make it shall become unlawful or impossible for any such Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving LoansBorrowings, and such Lender then the Agent shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16Section, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would will avoid the need for giving such notice and would not, in the judgment of such Lender, will not be otherwise disadvantageous to such Lender (as determined in good faith by such Lender). If such notice is given, each Eurodollar Rate Revolving Loan Upon receipt of such Lender then outstanding notice, the Borrower shall be converted to a Base Rate Revolving Loan either (i) repay in full the then outstanding principal amount of all Eurodollar Borrowings, together with accrued interest thereon, or (ii) convert each Eurodollar Borrowing to an Alternate Base Borrowing, on either (A) the last day of the then then-current Interest Period applicable to such Eurodollar Rate Revolving Loan Borrowing if such Lender may lawfully continue to maintain and fund such Revolving Loan Eurodollar A&R Credit Agreement — Tandy Brands Borrowing to such day or (iiB) immediately if such Lender shall determine that it may not lawfully continue to fund and maintain and fund such Revolving Loan Eurodollar Borrowing to such day, provided that the Borrower shall be liable for any Funding Loss arising pursuant to such conversion.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar any LIBOR Loan or Index Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Company and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Company that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar LIBOR Loans and Index Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar LIBOR Loans or Index Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate case of the making of a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar LIBOR Revolving Loan Borrowing or Index Rate Revolving Loan Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Loan Borrowing and if the affected LIBOR Loan or Index Rate Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving LIBOR Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving LIBOR Loan to such daydate, and immediately in the case of an Index Rate Loan. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to Notwithstanding any Change in Law it shall become unlawful or impossible for other provision of this Agreement, if (a) any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative AgentAgent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, the Administrative Agent shall forthwith give notice thereof to the or any central bank or other Lenders and the Borrowergovernmental authority asserts that it is unlawful, whereupon, until for such Lender or its Applicable Lending Office to perform its obligations hereunder to make Advances or to fund or maintain Advances or (b) any Lender notifies the Borrower PMI and the Administrative Agent that it is unlawful for such Lender or its Applicable Lending Office to make Advances or to fund or maintain Advances to a Designated Subsidiary due to the circumstances giving rise to jurisdiction of organization of such suspension no longer existDesignated Subsidiary, then, in each case, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, such Advances shall be suspended. Before giving any notice to suspended until the Administrative Agent pursuant shall notify PMI and the Lenders that the circumstances causing such suspension no longer exist and the relevant aggregate Commitments shall be temporarily reduced by the amount of such Lender’s share of the Commitments affected by such illegality for the duration of the suspension with respect to this Section 2.16such Advances; provided, such however, that each Lender shall agrees to (i) use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lenderrestrictions) to designate a different Eurodollar Applicable Lending Office if the making of such a designation would avoid the need for giving allow such notice Lender or its Applicable Lending Office to continue to perform its obligations to make Advances or to continue to fund or maintain Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately to make or fund Advances to a different Borrower designated by PMI if the making of such designation would allow such Lender shall determine that it may not lawfully to continue to perform its obligations to make Advances or to continue to fund or maintain and fund such Revolving Loan to such dayAdvances.

Illegality. If due to If, after the date of this Agreement, the adoption of any Change applicable law, rule, or regulation, or any change therein, or any change in Law the interpretation or administration thereof by any Governmental Authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving LoansBorrowings, and such then Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16Section, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office lending office if such designation would will avoid the need for giving such notice and would not, in the judgment of such Lender, will not be otherwise disadvantageous to such any non-trivial extent to Lender (as determined in good faith by Lender). If such notice is given, each Eurodollar Rate Revolving Loan Upon receipt of such Lender then outstanding notice, Borrower shall be converted to a Base Rate Revolving Loan either (i) repay in full the then outstanding principal amount of all Eurodollar Borrowings, together with accrued interest thereon, or (ii) convert each Eurodollar Borrowing to a Prime Rate Borrowing, on either (A) the last day of the then then-current Interest Period applicable to such Eurodollar Rate Revolving Loan Borrowing if such Lender may lawfully continue to maintain and fund such Revolving Loan Eurodollar Borrowing to such day or (iiB) immediately if such Lender shall determine that it may not lawfully continue to fund and maintain and fund such Revolving Loan Eurodollar Borrowing to such day, provided that Borrower shall be liable for any Funding Loss arising pursuant to such conversion.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Revolving Borrowing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate ’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving CHAR1\935816v6 Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Lender then outstanding Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Change in Law it shall become make in unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Parent Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Parent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Borrowing, such Lender Lender’s Loan shall use reasonable efforts (consistent with its internal policy be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and legal and regulatory restrictions applicable to if the affected Eurodollar Loan is then outstanding, such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to Notwithstanding any Change other provision of this Agreement, if any Lender determines that the introduction of or any change in Law or in the interpretation of any law, treaty or governmental rule, regulation or order after the Effective Date shall make it unlawful, or any central bank or other Governmental Authority shall become unlawful or impossible assert that it is unlawful, for any Lender (or its Eurodollar Lending Office) Office to make, maintain or fund its make Eurodollar Rate Revolving Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender shall so notify to the Administrative Borrower through the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to make or to continue Eurodollar Rate Revolving Loans, or Loans and to Convert outstanding Revolving convert Base Rate Loans into Eurodollar Rate Revolving Loans, Loans shall be suspended. Before giving , and each such Lender shall make a Base Rate Loan as part of any notice to requested Borrowing of Eurodollar Rate Loans and (ii) if the affected Eurodollar Rate Loans are then outstanding, the Administrative Agent pursuant to Borrower shall immediately convert each such Term Loan into a Base Rate Loan. If at any time after a Lender gives notice under this Section 2.162.13(d) such Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender shall use reasonable efforts (consistent with its internal policy promptly give notice of that determination to the Administrative Borrower and legal the Administrative Agent, and regulatory restrictions applicable the Administrative Agent shall promptly transmit the notice to each other Lender. The Administrative Borrower’s right to request, and such Lender) ’s obligation, if any, to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each make Eurodollar Rate Revolving Loan of such Lender then outstanding Loans shall thereupon be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such dayrestored.

Illegality. If due to Notwithstanding any Change in Law it shall become unlawful or impossible for other provision of this Agreement, if any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the introduction of or any change in, or in the interpretation of, any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make LIBO Rate Loans or to fund or maintain LIBO Rate Loans, (a) each LIBO Rate Loan of such Lender will automatically, upon such demand, be Converted into a Base Rate Loan or an Loan that bears interest at the rate set forth in Section 2.04(a)(i), as the case may be, and (b) the obligation of the Lenders to make LIBO Rate Loans or to Convert Base Rate Loans into LIBO Rate Loans shall be suspended, in each case, until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to causing such suspension no longer exist, the obligation of in each case, subject to Section 9.04(b) hereof; provided, however, that before making any such demand, each Lender agrees to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lenderrestrictions) to designate a different Eurodollar Eurocurrency Lending Office if the making of such a designation would avoid the need for giving allow such notice Lender or its Eurocurrency Lending Office to continue to perform its obligations to make LIBO Rate Loans or to continue to fund or maintain LIBO Rate Loans and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

Illegality. If due to If, after the Closing Date, any Bank shall have determined that a Regulatory Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) such Bank to make, maintain maintain, convert, continue or fund its Eurodollar Rate Revolving LoansLoans whose interest rate is determined by reference to a then-current Benchmark to the Borrower, and such Lender shall so notify the Administrative Agent, the Administrative Agent Bank shall forthwith give notice thereof to the other Lenders Administrative Agent and the Borrower, whereupon, until . Upon such Lender notifies notice (a) the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation shall convert all of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan Loans based on such Benchmark from such Bank on either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan based on such Benchmark if such Lender Bank may lawfully continue to maintain and fund such Revolving Loan based on such Benchmark to such day or (ii) immediately if such Lender shall determine that it Bank may not lawfully continue to fund and maintain and fund such Revolving Loan based on such Benchmark to such day, to a Base Rate Loan in an equal principal amount (interest accrued on each such affected Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.10), (b) the obligation of such Bank to make, to convert Base Rate Loans into, or to continue Loans based on such Benchmark shall be suspended (including pursuant to any borrowing for which the Administrative Agent has received a Notice of Election but for which the date of such conversion or continuation has not arrived), and (c) any Notice of Election given at any time thereafter with respect to Loans based on such Benchmark shall, as to such Bank, be deemed to be a request for a conversion into Base Rate Loans, in each case until such Bank shall have determined that the circumstances giving rise to such suspension no longer exist and shall have so notified the Administrative Agent, and the Administrative Agent shall have so notified the Borrower.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, any Term SOFR Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Term SOFR Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving Term SOFR Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Term SOFR Borrowing, such Lender Lender’s Loan shall use reasonable efforts (consistent with its internal policy be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and legal and regulatory restrictions applicable to if the affected Term SOFR Loan is then outstanding, such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Term SOFR Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Term SOFR Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

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

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its any Eurodollar Rate Revolving Loans, Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert continue or convert outstanding Revolving Term Loans as or into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a Eurodollar Rate Loan, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each ’s Eurodollar Rate Revolving Loan shall be made as a Base Rate Loan as part of the same Loan for the same Interest Period and if the affected Eurodollar Rate Loan is then outstanding, such Lender then outstanding Term Loan shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Term Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Eurodollar Rate Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different applicable lending office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to Notwithstanding any Change other provision herein, if the adoption of or any change in Applicable Law or regulation or in the interpretation or application thereof shall make it shall become unlawful or impossible for any Lender to make or maintain Term Benchmark Loans as contemplated by this Agreement, (or its Eurodollar Lending Officea) to make, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation Commitment of such Lender hereunder to make Eurodollar Rate Revolving Term Benchmark Loans, or to Convert outstanding Revolving continue Term Benchmark Loans as such and convert ABR Loans into Eurodollar Rate Revolving SOFR Loans shall forthwith be canceled and (b) such Lender’s Loans then outstanding as Term Benchmark Loans, if any, (i) in the case of Loans denominated in Dollars, shall be suspended. Before giving any notice converted automatically to ABR Loans and (ii) in the case of Loans denominated in Euro, shall be deemed prepaid and reborrowed as ABR Loans in an aggregate principal amount equal to the Administrative Agent pursuant to this Section 2.16USD Equivalent of the original Euro denominated Loan, such Lender shall use reasonable efforts (consistent in each case, on the respective last days of the then current Interest Periods with its internal policy and legal and regulatory restrictions applicable respect to such Lender) to designate a different Eurodollar Lending Office if Loans or within such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lenderearlier period as required by law. If any such notice conversion or repayment of a Term Benchmark Loan occurs on a day which is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on not the last day of the then current Interest Period applicable with respect thereto, the Company shall pay to such Eurodollar Rate Revolving Loan Lender such amounts, if such Lender any, as may lawfully continue be required pursuant to maintain and fund such Revolving Loan to such day or (ii) immediately if such Section 2.16. If circumstances subsequently change so that any affected Lender shall determine that it may not lawfully is no longer so affected, such Lender will promptly notify the Company and the Administrative Agent, and upon receipt of such notice, the obligations of such Lender to make or continue Term Benchmark Loans or to maintain and fund such Revolving Loan to such dayconvert ABR Loans into Term Benchmark Loans shall be reinstated.

Illegality. If due to any Change in Law shall make it shall become unlawful or impossible for any Lender (or its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate Revolving Loans, any EurodollarSOFR Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith promptly give notice thereof to the other Lenders Borrower and the Borrowerother Lenders, whereupon, whereupon until such Lender notifies the Borrower Administrative Agent and the Administrative Agent Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Rate Revolving EurodollarSOFR Loans, or to Convert continue or convert outstanding Revolving Loans as or into Eurodollar Rate Revolving EurodollarSOFR Loans, shall be suspended. Before giving any notice to In the Administrative Agent pursuant to this Section 2.16case of the making of a EurodollarSOFR Borrowing, such Lender Lender’s Loan shall use reasonable efforts (consistent with its internal policy be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and legal and regulatory restrictions applicable to if the affected EurodollarSOFR Loan is then outstanding, such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving EurodollarSOFR Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving EurodollarSOFR Loan to such daydate. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Illegality. If due to any Change in Law it shall become unlawful or impossible for any Lender shall reasonably determine in good faith (or its Eurodollar Lending Office) to makewhich determination shall, maintain or fund its Eurodollar Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give upon notice thereof to the other Lenders Borrower and the BorrowerFacility Agent, whereuponbe conclusive and binding on the Borrower absent manifest error) that a Change in Law makes it unlawful, or any central bank or other Governmental Authority or comparable agency asserts that it is unlawful, for such Lender to make, continue or maintain any Loan or participation therein, as a LIBO Rate Loan, the obligations of such Lender to make, continue or maintain any such Loans shall, upon such determination, forthwith be suspended until such Lender notifies shall notify the Borrower and the Administrative Facility Agent that the circumstances giving rise to causing such suspension no longer exist. Upon receipt of notice of such determination, the obligation of Borrower shall upon demand from such Lender (with a copy to make Eurodollar the Facility Agent), prepay or convert such LIBO Rate Revolving Loans to Alternate Base Rate Loans, or to Convert outstanding Revolving Loans into Eurodollar Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan therefor, if such Lender may lawfully continue to maintain and fund such Revolving Loan LIBO Rate Loans to such day day, or (ii) immediately promptly, if such Lender shall determine that it may not lawfully continue to maintain such LIBO Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and fund all amounts due, if any, in connection with such Revolving Loan prepayment or conversion under Section 2.07(b). Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such dayLender.

Illegality. If due to Notwithstanding any Change other provision of this Agreement, if any Lender determines that the introduction of, or any change in Law or in the interpretation of, any law, treaty or governmental rule, regulation or order after the date of this Agreement shall make it unlawful, or any central bank or other Governmental Authority shall become unlawful or impossible assert that it is unlawful, for any Lender (or its Eurodollar Eurocurrency Lending Office) Office to make, make Eurocurrency Rate Loans or to continue to fund or maintain or fund its Eurodollar Eurocurrency Rate Revolving Loans, then, on notice thereof and demand therefor by such Lender shall so notify to the U.S. Borrower through the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, (i) the obligation of such Lender to make Eurodollar Rate Revolving Loans, or to Convert outstanding Revolving continue Eurocurrency Rate Loans and to convert Base Rate Loans into Eurodollar Eurocurrency Rate Revolving Loans, Loans shall be suspended, and each such Lender shall make a Base Rate Loan as part of any requested Borrowing of Eurocurrency Rate Loans and (ii) if the affected Eurocurrency Rate Loans are then outstanding, the applicable Borrower shall immediately convert each such Loan into a Base Rate Loan. Before giving If, at any time after a Lender gives notice to the Administrative Agent pursuant to under this Section 2.162.15(d), such Lender determines that it may lawfully make Eurocurrency Rate Loans, such Lender shall use reasonable efforts (consistent with its internal policy promptly give notice of that determination to the applicable Borrower and legal the Administrative Agent, and regulatory restrictions the Administrative Agent shall promptly transmit the notice to each other Lender. The applicable Borrower’s right to request, and such Lender) ’s obligation, if any, to designate a different Eurodollar Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, make Eurocurrency Rate Loans shall thereupon be otherwise disadvantageous to such Lender. If such notice is given, each Eurodollar Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such dayrestored.