Common use of Changed Circumstances; Illegality Clause in Contracts

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Agent shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writing) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent shall forthwith so notify the Borrowers thereof. Until the Agent notifies the Borrowers that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders to allow selection by the Borrowers of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”) shall be suspended. If, at the time the Agent so notifies the Borrowers, the Borrowers have previously given the Agent a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.9, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Agent shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writing) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR Eurodollar market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent shall forthwith so notify the Borrowers Borrower thereof. Until the Agent notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders to allow selection by the Borrowers Borrower of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”"AFFECTED LOANS") shall be suspended. If, at the time the Agent so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.92.10, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 2.4 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Agent shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writing) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent shall forthwith so notify the Borrowers Borrower thereof. Until the Agent notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders to allow selection by the Borrowers Borrower of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”) shall be suspended. If, at the time the Agent so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.9, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Eurodollar Rate would otherwise be set the Agent shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Eurodollar Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writing) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR Eurodollar market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law); or (B) the LIBOR Eurodollar Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent shall forthwith so notify the Borrowers Borrower thereof. Until the Agent notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders to allow selection by the Borrowers Borrower of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”"AFFECTED LOANS") shall be suspended. If, at the time the Agent so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality illegality, pursuant to subsection (a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.92.12, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 2.4 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Agent Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writingconclusive) that: (A) the making or continuation of or conversion of any Loan to a any LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent Lender shall forthwith so notify the Borrowers Borrower thereof. Until the Agent Lender notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders Lender to allow selection by the Borrowers Borrower of the Type of Loan affected by the contingencies described in this Section 2.11(a2.10(a) (herein called “Affected Loans”) shall be suspended. If, at the time the Agent Lender so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent Lender a Notice of Borrowing or Notice of Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.92.8, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Notice of Conversion pursuant to Section 2.3 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Agent Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writingconclusive) that: (A) the making or continuation of or conversion of any Revolving Credit Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent Lender shall forthwith so notify the Borrowers Borrower thereof. Until the Agent Lender notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders Lender to allow selection by the Borrowers Borrower of the Type of Revolving Credit Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”) shall be suspended. If, If at the time the Agent Lender so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent Lender a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Revolving Credit Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(ASection ‎2.11(a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.9‎2.88, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Revolving Credit Loan of another Type in accordance with Section 2.1 hereof ‎2.1 by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof‎2.3.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Eurodollar Rate would otherwise be set the Agent shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Eurodollar Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writing) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR Eurodollar market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law); or (B) the LIBOR Eurodollar Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent shall forthwith so notify the Borrowers thereof. Until the Agent notifies the Borrowers TLC that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders to allow selection by the Borrowers of the Type of Revolving Credit Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”"AFFECTED LOANS") shall be suspended. If, at the time the Agent so notifies the Borrowers, the Borrowers have previously given the Agent a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Revolving Credit Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.9, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type Base Rate Loans in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Agent shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writing) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market market, or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law); or (B) the The LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for on U.S. dollar deposits in the interbank Interbank market for deposits in which it regularly participates; then, and in any such event, the Agent shall forthwith so promptly notify the Borrowers Borrower thereof. Until the Agent notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders to allow selection by the Borrowers Borrower of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “the "Affected Loans”") shall be suspended. If, at the time the Agent so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Prime Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.9, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section section 2.1 hereof of this Agreement by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereofof this Agreement.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that, for reasons beyond the Lender's reasonable control: (i) on any date on which the LIBOR Rate would otherwise be set the Agent Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writing) that: (A) the making or continuation of or conversion of any Revolving Credit Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent Lender shall forthwith so notify the Borrowers Borrower thereof. Until the Agent Lender notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders Lender to allow selection by the Borrowers Borrower of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “"Affected Loans”") shall be suspended. -------------- If, at the time the Agent Lender so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent Lender a Notice of Revolving Credit Borrowing or Conversion with respect to one (1) or more Affected Loans but such Revolving Credit Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Prime Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.92.10, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Revolving Credit Borrowing or Conversion pursuant to Section 2.3 2.5 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Agent Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writingconclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent Lender shall forthwith so notify the Borrowers Borrower thereof. Until the Agent Lender notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders Lender to allow selection by the Borrowers Borrower of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”"AFFECTED LOANS") shall be suspended. If, If at the time the Agent Lender so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent Lender a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality a change in circumstances pursuant to subsection (a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.9, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Agent Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writingconclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent Lender shall forthwith so notify the Borrowers Borrower thereof. Until the Agent Lender notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders Lender to allow selection by the Borrowers Borrower of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”"AFFECTED LOANS") shall be suspended. If, at the time the Agent Lender so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent Lender a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Prime Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.9, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Eurodollar Rate would otherwise be set the Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Eurodollar Rate, or (ii) at any time the Administrative Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Administrative Agent in writing) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR Eurodollar market or (2) compliance by the Administrative Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law); or (B) the LIBOR Eurodollar Rate shall no longer represent the effective cost to the Administrative Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Administrative Agent shall forthwith so notify the Borrowers thereof. Until the Administrative Agent notifies the Borrowers that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders to allow selection by the Borrowers of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “"Affected Loans”") shall be suspended. If, at the time the Administrative Agent so notifies the Borrowers, the Borrowers have previously given the Administrative Agent a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.9, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Administrative Agent shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Administrative Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Administrative Agent in writing) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Administrative Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Administrative Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Administrative Agent shall forthwith so notify the Borrowers thereof. Until the Administrative Agent notifies the Borrowers that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders to allow selection by the Borrowers of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”) shall be suspended. If, If at the time the Administrative Agent so notifies the Borrowers, the Borrowers have previously given the Administrative Agent a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(ASection 2.12(a)(ii)(A) above, the Borrowers shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.9, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof2.3.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Agent shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writing) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent shall forthwith so notify the Borrowers Borrower thereof. Until the Agent notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders to allow selection by the Borrowers Borrower of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”) shall be suspended. If, at the time the Agent so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.9, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that: (i) on any date on which the LIBOR Rate would otherwise be set the Agent Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or (ii) at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writingconclusive) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent Lender shall forthwith so notify the Borrowers Borrower thereof. Until the Agent Lender notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders Lender to allow selection by the Borrowers Borrower of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”) shall be suspended. If, at the time the Agent Lender so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent Lender a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.9, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof.

Changed Circumstances; Illegality. (a) Notwithstanding any other provision of this Agreement, in the event that, for reasons beyond the Lender's reasonable control: (i) on any date on which the LIBOR Rate would otherwise be set the Agent Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate, or or (ii) ii at any time the Agent or any Lender shall have determined in good faith (which determination shall be final and conclusive and, if made by any Lender, shall have been communicated to the Agent in writing) that: (A) the making or continuation of or conversion of any Loan to a LIBOR Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank LIBOR market or (2) compliance by the Agent or such Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority governmental authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority governmental authority (whether or not having the force of law); or (B) the LIBOR Rate shall no longer represent the effective cost to the Agent or such Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates; then, and in any such event, the Agent Lender shall forthwith so notify the Borrowers Borrower thereof. Until the Agent Lender notifies the Borrowers Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Lenders Lender to allow selection by the Borrowers Borrower of the Type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “"Affected Loans”") shall be suspended. -------------- If, at the time the Agent Lender so notifies the BorrowersBorrower, the Borrowers have Borrower has previously given the Agent Lender a Notice of Borrowing or Conversion with respect to one (1) or more Affected Loans but such Loans have not yet gone into effect, such notification shall be deemed to be a request for Base Prime Rate Loans. (b) In the event of a determination of illegality pursuant to subsection (a)(ii)(A) above, the Borrowers Borrower shall, with respect to the outstanding Affected Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.92.8, on such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) and may, subject to the conditions of this Agreement, borrow a Loan of another Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or Conversion pursuant to Section 2.3 hereof.