Change in Applicable Laws, Regulations, etc. If any Legal Requirement shall make it unlawful for the Bank to fund through the purchase of U.S. dollar deposits any LIBOR Portion, or otherwise to give effect to its obligations as contemplated hereby, or shall impose on the Bank any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Bank, which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of the Bank which includes any LIBOR Portion, or shall impose on the Bank any restrictions on the amount of such a category of liabilities or assets which the Bank may hold, (a) the Bank may by notice thereof to the Credit Parties terminate the LIBOR Option, (b) any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate provided for in Section 2.10.(a), and (c) the Credit Parties shall indemnify the Bank against any loss, penalty or expense incurred by the Bank by reason of the liquidation or redeployment of deposits or other funds acquired by the Bank to fund or maintain such LIBOR Portion, as provided in Section 2.14.

Change in Applicable Laws, Regulations, etc. If any Legal Requirement shall ----------------------------------------------- make it unlawful for the Agent to fund through the purchase of U.S. dollar deposits any LIBOR Portion, or otherwise to give effect to its obligations as contemplated hereby, or shall impose on any Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the LIBOR Rate is determined as provided herein or a category of extensions of credit or other assets of such Lender which includes any LIBOR Portion, or shall impose on any Lender any restrictions on the amount of such a category of liabilities or assets which such Lender may hold, (i) the Agent by notice thereof to the Company may terminate the LIBOR Option, (ii) any LIBOR Portion subject thereto shall immediately bear interest thereafter at the rate provided for (with respect to Loans not subject to a LIBOR Option) in subsection ---------- 1.3, and (iii) the Company shall indemnify the Agent and the Lenders against any --- loss, penalty or expense incurred by the Agent or any Lender by reason of the liquidation or redeployment of deposits or other funds acquired by the Lender, to fund or maintain such LIBOR Portion if and to the extent such loss, penalty or expense is caused by the Company. A certificate of an officer of any Lender setting forth the amount of such loss, penalty or expense, and the basis therefor shall, in the absence of manifest error, be conclusive.

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Change in Applicable Laws, Regulations, etc. If any Legal Requirement shall prevent any Lender from funding or maintaining through the purchase or holding of Eurodollar deposits any portion of the Loan subject to a Eurodollar Pricing Option or otherwise from giving effect to such Lender's obligations as contemplated hereby, (a) the Administrative Agent may (and, upon the request of the affected Lender, shall) by notice to the Borrower terminate all of the affected Eurodollar Pricing Options, (b) the portion of the Loan subject to such terminated Eurodollar Pricing Options shall immediately bear interest thereafter at the Applicable Rate computed on the basis of the Base Rate and (c) the Borrower shall make any payment required by Section 3.2.4.

Change in Applicable Laws, Regulations, etc. If any Legal Requirement imposed after the date hereof shall make it unlawful for the Bank to fund through the purchase of U.S. dollar deposits any LIBOR Portion, or otherwise to give effect to its obligations as contemplated hereby, including utilizing the LIBOR interest rate as an index for calculation of index rates or shall impose on the Bank any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Bank which includes deposits by reference to which the LIBOR Rate is in part determined as provided herein or a category of extensions of credit or other assets of the Bank which includes any LIBOR Portion, or shall impose on the Bank any restrictions on the amount of such a category of liabilities or assets which the Bank may hold, (a) the Bank by written notice thereof to the Borrower may terminate the LIBOR Option, (b) any LIBOR Portion subject thereto shall immediately bear interest thereafter as a Prime Rate Advance, and (c) the Borrower shall indemnify the Bank, to fund or maintain such LIBOR Portion if and to the extent such loss, penalty or expense is caused by the Borrower. A certificate of an officer of the Bank setting forth the amount of such loss, penalty or expense, and the basis therefor shall, in the absence of manifest error, be conclusive.

Change in Applicable Laws, Regulations, etc. If any Legal Requirement having the force of law shall prevent any Lender from funding through the purchase of deposits, or maintaining, any portion of the Loan subject to a Eurodollar Pricing Option or otherwise from giving effect to such Lender's obligations as contemplated hereby (unless the foregoing results from the creditworthiness of such Lender or a change in the availability of Eurodollar markets to such Lender resulting from the failure of such Lender to comply with legal or regulatory requirements), (a) the Administrative Agent may by notice to the Borrowers terminate all of the affected Eurodollar Pricing Options, (b) the portion of the Loan subject to such terminated Eurodollar Pricing Options shall immediately bear interest thereafter at the Applicable Rate computed on the basis of the Base Rate and (c) the Borrowers shall make any payment required by Section 3.2.4 to the extent the Applicable Rate based on the Eurodollar Rates for the affected Eurodollar Pricing Options exceeds the Applicable Rate based on the Base Rate. A certificate of an officer of the Administrative Agent describing in reasonable detail such mandatory Legal Requirement and setting forth in reasonable detail a calculation of the payment required by Section 3.2.4 shall, in the absence of manifest error, be conclusive.

Change in Applicable Laws, Regulations, etc. If any Legal Requirement shall prevent any Lender from funding or maintaining through the purchase or holding of Eurodollar deposits or deposits represented by certificates of deposit any portion of the Loan subject to a Pricing Option or otherwise from giving effect to such Lender's obligations as contemplated hereby, (a) the Administrative Agent may (and, upon the request of the affected Lender, shall) by notice to the Company terminate all of the affected Pricing Options, (b) the portion of the Loan subject to such terminated Pricing Options shall immediately bear interest thereafter at the Applicable Rate computed on the basis of the Base Rate and (c) the Company shall make any payment required by Section 3.2.5.

Change in Applicable Laws, Regulations, etc. In addition, if, after the date of this Agreement, the Lender shall determine in Lender’s sole but reasonable discretion (which determination shall be final and conclusive) that any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Lender to make or maintain or fund loans based on LIBOR, the Lender shall notify the Borrower. Upon receipt of such notice, until the Lender notifies the Borrower that the circumstances giving rise to such determination no longer apply: (a) the availability of LIBOR shall be suspended, and (b) the interest rate on all amounts outstanding under the Loan shall be converted to the Interest Rate as provided in Section 1.4(b) either (i) on the next succeeding Reset Date if the Lender may lawfully continue to maintain or fund loans based on LIBOR to such day, or (ii) immediately if the Lender may not lawfully continue to maintain or fund loans based on LIBOR.

Change in Applicable Laws, Regulations, etc. If any Legal Requirement shall make it unlawful for any Lender to fund through the purchase of US dollar deposits any LIBOR Portion or to fund by obtaining the applicable Eurocurrency, or otherwise to give effect to its obligations as contemplated hereby, or shall impose on any Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of any Lender which includes deposits by reference to which the LIBOR Rate or the Eurocurrency Rate is determined as provided herein or a category of extensions of credit or other assets of any Lender which includes any LIBOR Portion or any Eurocurrency Loan or shall impose on any Lender any restrictions on the amount of such a category of liabilities or assets which such Lender may hold, (a) the Lenders by notice thereof to the Borrower may terminate the LIBOR Option or the Borrower’s ability to borrow Eurocurrency, as applicable, (b) any LIBOR Portion or any Eurocurrency Loan subject thereto shall immediately bear interest thereafter at the rate provided for (with respect to Revolving Credit Loans not subject to a LIBOR Option or which is not a Eurocurrency Loan) in subsection 1.4, and (c) the Borrower shall indemnify the Lenders against any loss, penalty or expense incurred by the Lenders by reason of the liquidation or redeployment of deposits or other funds acquired by the Lenders, to fund or maintain such LIBOR Portion or such Eurocurrency Loan, as applicable, if and to the extent such loss, penalty or expense is caused by the nature of the business of the Borrower and its Subsidiaries or the locations and jurisdictions where the Borrower or its Subsidiaries are operating. Promptly after becoming aware of the occurrence of any event or condition described in this subsection 2.5, the affected Lender(s) shall give written notice thereof to the Borrower and shall provide reasonable details setting forth the basis for its determination and such other information as shall be reasonably requested by Borrower to confirm the affected Lenders’ determination and computations. A certificate of an officer of such Lender setting forth the amount of such loss, penalty or expense, and the basis therefor shall, in the absence of manifest error, be conclusive.

Change in Applicable Laws, Regulations, etc. If any Legal Requirement becoming effective after the date hereof shall make it unlawful for any Lender to fund through the purchase of U.S. dollar deposits any Eurodollar Portion or otherwise to give effect to its obligations as contemplated under this SECTION 2.1 1(B), or shall impose on any Lender any costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the Eurodollar Rate is determined as provided herein or a category of extensions of credit or other assets of such Lender which includes any Eurodollar Portion, or shall impose on any Lender any restrictions on the amount of such a category of liabilities of assets which such Lender may hold, (a) Agent may by notice thereof to Borrowers terminate the Eurodollar Option as of a date which is no earlier than the date required by applicable law, the date on which any such cost is imposed or the date on which any such restriction becomes effective, with respect to the Loans made or to be made by such Lender, (b) any Eurodollar Portion outstanding as of the date the Eurodollar Option is terminated shall thereafter bear interest at the rate provided for in Section 2.1.1(A)(i) payable on the dates provided for in SECTION 3.2.2 and (c) Borrowers shall, jointly and severally, indemnify

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