Common use of Changes in Law Rendering LIBOR Loans Unlawful Clause in Contracts

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new law, treaty, regulation, governmental rule, guideline, order or request or any change in any existing law, treaty, regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund any Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the Eurodollar market, the Commitment of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, on the earlier of (i) the last day of the then current Interest Period or (ii) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, prepay all such Loans to the Banks in full. Any such prepayment or conversion may be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new law, treaty, regulation, governmental rule, guideline, order or request or any change in any existing law, treaty, regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, Regulatory Change shall make it unlawful for any Bank Lender to fund fund, refinance, continue or convert into any LIBOR Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the London Interbank Eurodollar market, the Commitment of such Bank Lender to fund such fund, refinance, continue or convert into LIBOR Loans shall, upon the happening of such event forthwith event, be suspended for the duration of such illegality, illegality and such Bank Lender shall by written notice to the Borrower Company and the Administrative Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank Lender shall similarly notify the Borrower Company and the Administrative Agent. If any such change shall make it unlawful for any Bank Lender to continue in effect the funding in the applicable London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder subject to the LIBOR Rate Optionhereunder, such Bank Lender shall, upon the happening of such event, notify the Borrower, the Agent Company and the other Banks Lenders thereof in writing stating the reasons therefor, therefor and the Borrower Company shall, on the earlier of (i) the last day of the then current LIBOR Interest Period or (ii) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert all LIBOR Loans to Alternate Base Rate Loans or prepay all such LIBOR Loans to the Banks Lenders in full. Any such prepayment or conversion may shall not be made without payment of subject to the prepayment premium provided for premiums prescribed in Section 5.05 2.1A(x) hereof, but the Borrower shall compensate such Bank(s) . Any requests for any costs or expenses relating a LIBOR Loan not funded pursuant to such Loan incurred in connection with the events provided for in this Section on written shall be deemed to have been a request to the Borrower describing such costs or expensesfor an Alternate Base Rate Loan.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new lawLaw, treaty, treaty or regulation, governmental rule, guideline, order or request or any change in any existing lawLaw, treaty, treaty or regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank Lender to fund any LIBOR Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the Eurodollar market, the Commitment commitment of such Bank Lender to fund such LIBOR Loans shall, upon the happening of such event event, forthwith be suspended for the duration of such illegality, and such Bank Lender shall by written notice to the Borrower Borrowers and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank Lender shall similarly notify the Borrower Borrowers and the Agent. If any such change shall make it unlawful for any Bank Lender to continue in effect the funding in the applicable Eurodollar market of any LIBOR Loan previously made by it hereunder subject to the LIBOR Rate Optionhereunder, such Bank Lender shall, upon the happening of such event, notify the BorrowerBorrowers, the Agent and the other Banks Lenders thereof in writing stating the reasons therefor, and the Borrower Borrowers shall, on the earlier of (i) the last day of the then current Interest Period or (ii) if required by such lawLaw, regulation or interpretation, on such date as shall be specified in such notice, prepay either convert all such LIBOR Loans to Prime Rate Loans to the Banks extent permissible under this Agreement or prepay all LIBOR Loans to the Lenders in full. Any such prepayment or conversion may be made without payment of shall entitle the Lenders to prepayment premium compensation as provided for in Section 5.05 3.3 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time change in, or the adoption of any new lawnew, treaty, law or regulation, governmental rule, guideline, order or request or any change in the interpretation of any existing law, treaty, regulation, governmental rule, guideline, order applicable law or request or any interpretation thereof regulation by any governmental or other regulatory authority body charged with the administration thereof, should make it (in the good faith judgment of any Lender) unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its LIBOR Office to make, maintain or fund Loans whose interest is determined by reference to the LIBOR Rate, 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 to purchase or sell, or to take deposits of, Dollars in the London interbank market, then such Lender shall promptly notify the Company and the Administrative Agent and, so long as such circumstances shall continue, (a) (i) such Lender shall have no obligation to make, continue or convert any Base Rate Loan into a LIBOR Loan (but shall make it unlawful for any Bank Base Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not so affected, in each case in an amount equal to fund any the amount of LIBOR Loans which it would be made or converted into by such Lender at such time in the absence of such circumstances) and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is committed to make hereunder subject determined by reference to the LIBOR Rate Option with moneys obtained in component of the Eurodollar marketBase Rate, the Commitment interest rate on which Base Rate Loans of such Bank to fund such Loans Lender shall, upon the happening of such event forthwith be suspended for the duration of if necessary to avoid such illegality, and such Bank shall be determined by written notice to the Borrower and the Administrative Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject without reference to the LIBOR Rate Option, such Bank shall, upon component of the happening of such event, notify the Borrower, the Agent Base Rate and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, on the earlier of (b) (i) on the last day of the then current Interest Period or for each LIBOR Loan of such Lender (ii) if or, in any event, on such earlier date as may be required by such the relevant law, regulation or interpretation), such LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan (the interest rate on which Base Rate Loans of such date as shall Lender shall, if necessary to avoid such illegality, be specified in such notice, prepay all such Loans determined by the Administrative Agent without reference to the Banks in full. Any such prepayment or conversion may be made without payment LIBOR Rate component of the prepayment premium provided Base Rate) and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBOR Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for in Section 5.05 hereofsuch Lender to determine or charge interest rates based upon the LIBOR Rate. Each Base Rate Loan made by a Lender which, but for the Borrower circumstances described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”) shall compensate such Bank(s) remain outstanding for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request period corresponding to the Borrower describing group of LIBOR Loans of which such costs or expensesAffected Loan would be a part absent such circumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time change in, or the adoption of any new lawnew, treaty, law or regulation, governmental rule, guideline, order or request or any change in the interpretation of any existing law, treaty, regulation, governmental rule, guideline, order applicable law or request or any interpretation thereof regulation by any governmental or other regulatory authority body charged with the administration thereof, shall should make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund any LIBOR Loans which it is committed or to determine or change interest rates based on the LIBOR Rate, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make hereunder subject or convert any Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans as to which the interest rate is not determined with reference to the LIBOR Rate Option concurrently with moneys obtained the making of or conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not so affected, in each case in an amount equal to the amount of LIBOR Loans which would be made or converted into by such Lender at such time in the Eurodollar market, the Commitment absence of such Bank to fund circumstances) or, if such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank shall by written notice relates to the Borrower and unlawfulness or asserted unlawfulness of charging interest based on the Agent declare that its Commitment LIBOR Rate, to make Base Rate Loans as to which the interest rate is determined with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject reference to the LIBOR Rate Option, (but shall convert such Bank shall, upon Base Rate Loans to Base Rate Loans as to which the happening rate of such event, notify interest is not determined with reference to the Borrower, the Agent LIBOR Rate) and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, (b) on the earlier of (i) the last day of the then current Interest Period or for each LIBOR Loan of such Lender (ii) if or, in any event, on such earlier date as may be required by such the relevant law, regulation or interpretation), on such date as LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”) shall be specified in such notice, prepay all such Loans remain outstanding for the period corresponding to the Banks in full. Any Group of LIBOR Loans of which such prepayment or conversion may Affected Loan would be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate a part absent such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expensescircumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time Change in Law should make it (or in the good faith judgment of Lender cause a substantial question as to whether it is) unlawful, or that any new lawGovernmental Authority has asserted that it is unlawful, treatyfor Lender to make, regulationmaintain or fund LIBOR Loans or determine or charge interest rates based on the LIBO Rate, governmental rule, guideline, order or request or any change Governmental Authority has imposed material restrictions on the authority of Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) Lender shall have no obligation to make or continue LIBOR Loans or convert any existing law, treaty, regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the administration thereofmaking of or conversion of Base Rate Loans into LIBOR Loans by Lender which are not so affected, shall make it unlawful for any Bank in each case in an amount equal to fund any the amount of LIBOR Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained would be made or converted into by Lender at such time in the Eurodollar market, the Commitment absence of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, circumstances) and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, (b) on the earlier of (i) the last day of the then current Interest Period or for each LIBOR Loan of Lender (ii) if or, in any event, on such earlier date as may be required by such the relevant law, regulation or interpretation), on such date as LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an "Affected Loan") shall be specified in such notice, prepay all such Loans remain outstanding for the period corresponding to the Banks in full. Any Group of LIBOR Loans of which such prepayment or conversion may Affected Loan would be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate a part absent such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expensescircumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new law, treaty, treaty or regulation, governmental rule, guideline, order or request or any change in any existing law, treaty, treaty or regulation, governmental rule, guideline, order or request or any published interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund fund, refinance, continue or convert into any LIBOR Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the London Interbank Eurodollar market, the Commitment of such Bank to fund such fund, refinance, continue or convert into LIBOR Loans shall, upon the happening of such event forthwith event, be suspended for the duration of such illegality, illegality and such Bank shall by written notice to the Borrower Company and the Administrative Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower Company and the Administrative Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder subject to the LIBOR Rate Optionhereunder, such Bank shall, upon the happening of such event, notify the Borrower, the Agent Company and the other Banks thereof in writing stating the reasons therefor, therefor and the Borrower Company shall, on the earlier of (i) the last day of the then current LIBOR Interest Period or (ii) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert all LIBOR Loans to Alternate Base Rate Loans or prepay all such LIBOR Loans to the Banks in full. Any such prepayment or conversion may shall not be made without payment of subject to the prepayment premium provided for premiums prescribed in Section 5.05 2.1A(x) hereof, but the Borrower shall compensate such Bank(s) . Any requests for any costs or expenses relating a LIBOR Loan not funded pursuant to such Loan incurred in connection with the events provided for in this Section on written shall be deemed to have been a request to the Borrower describing such costs or expensesfor an Alternate Base Rate Loan.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time Change in Law should make it (or in the good faith judgment of Lender cause a substantial question as to whether it is) unlawful, or that any new lawGovernmental Authority has asserted that it is unlawful, treatyfor Lender to make, regulationmaintain or fund LIBOR Loans or determine or charge interest rates based on the LIBO Rate, governmental rule, guideline, order or request or any change Governmental Authority has imposed material restrictions on the authority of Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) Lender shall have no obligation to make or continue LIBOR Loans or convert any existing law, treaty, regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the administration thereofmaking of or conversion of Base Rate Loans into LIBOR Loans by Lender which are not so affected, shall make it unlawful for any Bank in each case in an amount equal to fund any the amount of LIBOR Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained would be made or converted into by Lender at such time in the Eurodollar market, the Commitment absence of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, circumstances) and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, (b) on the earlier of (i) the last day of the then current Interest Period or for each LIBOR Loan of Lender (ii) if or, in any event, on such earlier date as may be required by such the relevant law, regulation or interpretation), on such date as LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”) shall be specified in such notice, prepay all such Loans remain outstanding for the period corresponding to the Banks in full. Any Group of LIBOR Loans of which such prepayment or conversion may Affected Loan would be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate a part absent such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expensescircumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new law, treaty, regulation, governmental rule, guideline, order or request or any change in any existing law, treaty, regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund any Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the Eurodollar market, the Commitment of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, on the earlier of (i) the last day of the then current Interest Period or (ii) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, prepay all such Loans to the Banks in full. Any such prepayment or conversion may be made without payment of the prepayment premium provided for in from Section 5.05 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time Change in Law, should make it (or in the good faith judgment of any new lawLender cause a substantial question as to whether it is) unlawful, treatyor that any Governmental Authority has asserted that it is unlawful, regulationfor any Lender to make, governmental rulemaintain or fund LIBOR Loans or to determine or charge interest rates based on LIBOR, guideline, order or request or any change Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make continue LIBOR Loans or convert any existing law, treaty, regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the administration thereofmaking of or conversion of Base Rate Loans into LIBOR Loans by such Lender which are not so affected, shall make it unlawful for any Bank in each case in an amount equal to fund any the amount of LIBOR Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained would be made or converted into by such Lender at such time in the Eurodollar market, the Commitment absence of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, circumstances) and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, (b) on the earlier of (i) the last day of the then current Interest Period or for each LIBOR Loan of such Lender (ii) if or, in any event, on such earlier date as may be required by such the relevant law, regulation or interpretation), on such date as LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an "Affected Loan") shall be specified in such notice, prepay all such Loans remain outstanding for the period corresponding to the Banks in full. Any Group of LIBOR Loans of which such prepayment or conversion may Affected Loan would be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate a part absent such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expensescircumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new law, treaty, regulation, governmental rule, guideline, order or request or any change in any existing law, treaty, regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, Regulatory Change shall make it unlawful for any Bank Lender to fund any Loans LIBOR Loan which it is has committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the applicable Eurodollar market, such Lender shall notify the Commitment Administrative Agent and the Borrower, and the obligation of such Bank Lender to fund such Loans LIBOR Loan shall, upon the happening of such event event, forthwith be suspended for the duration of such illegality, illegality and such Bank shall any request by written notice to the Borrower and the Agent declare that its Commitment with respect for a LIBOR Loan of such Lender shall be deemed to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agentbe a request for a Base Rate Loan. If any such change shall make makes it unlawful for any Bank Lender to continue in effect the funding in the applicable Eurodollar market of any LIBOR Loan previously made by it hereunder subject to the LIBOR Rate Optionhereunder, such Bank Lender shall, upon the happening of such event, notify the Borrower, the Administrative Agent and the other Banks Borrower thereof in writing stating the reasons therefor, and the Borrower shall, on the earlier of (ia) the last day of the then current Interest Period or (iib) if required by such law, regulation or interpretation, Regulatory Change on such date as shall be specified in such notice, either convert all such Loans of such Lender to Base Rate Loans or prepay all such Lender's LIBOR Loans to the Banks in full. Any such prepayment or conversion may be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new lawLaw, treaty, treaty or regulation, governmental rule, guideline, order or request or any change in any existing lawLaw, treaty, treaty or regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund any LIBOR Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the Eurodollar market, the Commitment commitment of such Bank to fund such LIBOR Loans shall, upon the happening of such event event, forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any LIBOR Loan previously made by it hereunder subject to the LIBOR Rate Optionhereunder, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, on the earlier of (i) the last day of the then current Interest Period or (ii) if required by such lawLaw, regulation or interpretation, on such date as shall be specified in such notice, either convert all LIBOR Loans to Prime Rate Loans to the extent permissible under this Agreement or prepay all such LIBOR Loans to the Banks in full. Any such prepayment or conversion may be made without payment of shall entitle the Banks to prepayment premium compensation as provided for in Section 5.05 3.3 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new law, treaty, treaty or regulation, governmental rule, guideline, order or request or any change in any existing law, treaty, treaty or regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank Lender to fund any Loans LIBOR Loan which it is committed to make hereunder subject to the LIBOR Rate Option with moneys monies obtained in the Eurodollar eurodollar market, the Commitment commitment of such Bank Lender to fund such Loans LIBOR Loan shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank Lender shall by written notice to the Borrower and the Agent declare that its Commitment commitment with respect to such Loans LIBOR Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank Lender shall similarly notify the Borrower and the AgentBorrower. If any such change shall make it unlawful for any Bank Lender to continue in effect the funding in the applicable Eurodollar eurodollar market of any LIBOR Loan previously made by it hereunder subject to the LIBOR Rate Optionhereunder, such Bank Lender shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks Borrower thereof in writing stating the reasons therefor, and the Borrower shall, on the earlier of (ia) the last day of the then current Interest Period or (iib) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such LIBOR Loan to a Prime Rate Loan or prepay all such Loans to the Banks LIBOR Loan in full. Lender shall designate a different lending office if such designation will solve the problem described in this Section 3.5 and will not, in the judgment of Lender, be otherwise disadvantageous to Lender. Any such prepayment or conversion may shall be made without payment of subject to the prepayment premium provided for fees described in Section 5.05 2.4 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new law, treaty, regulation, governmental rule, guideline, rule or order or request or any change in any existing law, treaty, regulation, governmental rule, guideline, rule or order or request or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, or the application thereof, shall make it unlawful for any Bank to fund any Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the Eurodollar marketOption, the Commitment of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and all principal of the Borrower Loans then subject to the LIBOR Rate Option shall, on the earlier of (i) the last day of the then current Interest Period or (ii) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, prepay all such Loans become subject to the Banks in full. Any such prepayment or conversion may be made Base Rate Option (without payment giving effect to clause (c) of the prepayment premium provided for definition of “Base Rate” contained in Section 5.05 Article 1 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses).

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new law, treaty, regulation, governmental rule, guideline, rule or order or request or any change in any existing law, treaty, regulation, governmental rule or order, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Pxxxxcxxxx Xxx xr any request, rule, guidelinepublication, order order, guideline or request directive thereunder or issued in connection therewith or any request, rule, guideline or directive promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, enacted, issued, promulgated or implemented, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, or the application thereof, shall make it unlawful for any Bank to fund any Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the Eurodollar marketOption, the Commitment of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and all principal of the Borrower Loans then subject to the LIBOR Rate Option shall, on the earlier of (i) the last day of the then current Interest Period or (ii) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, prepay all such Loans become subject to the Banks in full. Any such prepayment or conversion may be made Base Rate Option (without payment giving effect to clause (c) of the prepayment premium provided for definition of “Base Rate” contained in Section 5.05 Article 1 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses).

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new law, treaty, regulation, governmental rule, guideline, rule or order or request or any change in any existing law, treaty, regulation, governmental rulerule or order (including, guidelinewithout limitation, order or request the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as amended) or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, or the application thereof, shall make it unlawful for any Bank to fund any Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the Eurodollar marketOption, the Commitment of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and all principal of the Borrower Loans then subject to the LIBOR Rate Option shall, on the earlier of (i) the last day of the then current Interest Period or (ii) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, prepay all such Loans become subject to the Banks in full. Any such prepayment or conversion may be made Base Rate Option (without payment giving effect to clause (c) of the prepayment premium provided for definition of “Base Rate” contained in Section 5.05 Article 1 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses).

Changes in Law Rendering LIBOR Loans Unlawful. If at any time Change in Law should make it (or in the good faith judgment of any new lawLender cause a substantial question as to whether it is) unlawful, treatyor that any Governmental Authority has asserted that it is unlawful, regulationfor any Lender to make, governmental rulemaintain or fund LIBOR Loans or to determine or charge interest rates based on LIBOR, guideline, order or request or any change Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make or continue LIBOR Loans or convert any existing law, treaty, regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the administration thereofmaking of or conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not so affected, shall make it unlawful for any Bank in each case in an amount equal to fund any the amount of LIBOR Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained would be made or converted into by such Lender at such time in the Eurodollar market, the Commitment absence of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, circumstances) and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, (b) on the earlier of (i) the last day of the then current Interest Period or for each LIBOR Loan of such Lender (ii) if or, in any event, on such earlier date as may be required by such the relevant law, regulation or interpretation), on such date as LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”) shall be specified in such notice, prepay all such Loans remain outstanding for the period corresponding to the Banks in full. Any Group of LIBOR Loans of which such prepayment or conversion may Affected Loan would be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate a part absent such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expensescircumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time Change in Law should make it (or in the good faith judgment of any new lawLender cause a substantial question as to whether it is) unlawful, treatyor that any Governmental Authority has asserted that it is unlawful, regulationfor any Lender to make, governmental rulemaintain or fund LIBOR Loans or to determine or charge interest rates based on the LIBO Rate, guideline, order or request or any change Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make or continue LIBOR Loans or convert any existing law, treaty, regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the administration thereofmaking of or conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not so affected, shall make it unlawful for any Bank in each case in an amount equal to fund any the amount of LIBOR Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained would be made or converted into by such Lender at such time in the Eurodollar market, the Commitment absence of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, circumstances) and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, (b) on the earlier of (i) the last day of the then current Interest Period or for each LIBOR Loan of such Lender (ii) if or, in any event, on such earlier date as may be required by such the relevant law, regulation or interpretation), on such date as LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”) shall be specified in such notice, prepay all such Loans remain outstanding for the period corresponding to the Banks in full. Any Group of LIBOR Loans of which such prepayment or conversion may Affected Loan would be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate a part absent such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expensescircumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any new law, treaty, treaty or regulation, governmental rule, guideline, order or request or any change in any existing law, treaty, treaty or regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund any Loans which LIBOR Loan that it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the Eurodollar eurodollar market, the Commitment commitment of such Bank to fund such Loans LIBOR Loan shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to the Borrower and the Agent declare Borrowers declares that its Commitment commitment with respect to such Loans LIBOR Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the AgentBorrowers. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar eurodollar market of any LIBOR Loan previously made by it hereunder subject to the LIBOR Rate Optionhereunder, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks Borrowers thereof in writing stating the reasons therefor, and the Borrower Borrowers shall, on the earlier of (ia) the last day of the then current Interest Period or (iib) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such LIBOR Loan to a Base Rate Loan or prepay all such Loans to the Banks LIBOR Loan in full. Any such prepayment or conversion may be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses.

Changes in Law Rendering LIBOR Loans Unlawful. If at any --------------------------------------------- time any new law, treaty, treaty or regulation, governmental rule, guideline, order or request or any change in any existing law, treaty, treaty or regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank Lender to fund any Loans which LIBOR Loan that it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained in the Eurodollar eurodollar market, the Commitment commitment of such Bank Lender to fund such Loans LIBOR Loan shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank Lender shall by written notice to the Borrower and the Agent declare that its Commitment commitment with respect to such Loans LIBOR Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank Lender shall similarly notify the Borrower and the AgentBorrower. If any such change shall make it unlawful for any Bank Lender to continue in effect the funding in the applicable Eurodollar eurodollar market of any LIBOR Loan previously made by it hereunder subject to the LIBOR Rate Optionhereunder, such Bank Lender shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks Borrower thereof in writing stating the reasons therefor, and the Borrower shall, on the earlier of (ia) the last day of the then current Interest Period or (iib) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such LIBOR Loan to a Base Rate Loan or prepay all such Loans to the Banks LIBOR Loan in full. Any such prepayment or conversion may shall be made without payment of subject to the prepayment premium provided for fees described in Section 5.05 hereof, but the Borrower shall compensate such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expenses2.4.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time change in, or the adoption of any new lawnew, treaty, law or regulation, governmental rule, guideline, order or request or any change in the interpretation of any existing law, treaty, regulation, governmental rule, guideline, order applicable law or request or any interpretation thereof regulation by any governmental or other regulatory authority body charged with the administration thereof, shall should make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund LIBOR Loans (whether in Dollars or Euros), then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make any LIBOR Loan or convert any Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making of LIBOR Loans or the conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not so affected, in each case in an amount equal to the amount of LIBOR Loans which it is committed to make hereunder would be made or converted into by such Lender at such time in the absence of such circumstances) and (b) subject to the LIBOR Rate Option with moneys obtained in the Eurodollar market, the Commitment of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank shall by prior written notice having been provided by the Administrative Agent to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the affected Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, on the earlier of (i) the last day of the then current Interest Period or for each LIBOR Loan of such Lender (ii) if or, in any event, on such earlier date as may be required by such the relevant law, regulation or interpretation), on such date as LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan (and if the applicable LIBOR Loan is in Euros, such Base Rate Loan shall be specified converted (in the Dollar Equivalent thereof) to Dollars and the applicable Borrower shall indemnify (and hold harmless) the applicable Lenders for (and from) any loss as a result of such noticeconversion). Each Base Rate Loan made by a Lender which, prepay all such Loans but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”) shall remain outstanding for the period corresponding to the Banks in full. Any Group of LIBOR Loans of which such prepayment or conversion may Affected Loan would be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate a part absent such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expensescircumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time Change in Law, should make it (or in the good faith judgment of any new lawLender cause a substantial question as to whether it is) unlawful, treatyor that any Governmental Authority has asserted that it is unlawful, regulationfor any Lender to make, governmental rulemaintain or fund LIBOR Loans or to determine or charge interest rates based on LIBOR, guideline, order or request or any change Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make continue LIBOR Loans or or convert any existing law, treaty, regulation, governmental rule, guideline, order or request or any interpretation thereof by any governmental or other regulatory authority charged Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the administration thereofmaking of or conversion of Base Rate Loans into LIBOR Loans by such Lender which are not so affected, shall make it unlawful for any Bank in each case in an amount equal to fund any the amount of LIBOR Loans which it is committed to make hereunder subject to the LIBOR Rate Option with moneys obtained would be made or converted into by such Lender at such time in the Eurodollar market, the Commitment absence of such Bank to fund such Loans shall, upon the happening of such event forthwith be suspended for the duration of such illegality, circumstances) and such Bank shall by written notice to the Borrower and the Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify the Borrower and the Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Loan previously made by it hereunder subject to the LIBOR Rate Option, such Bank shall, upon the happening of such event, notify the Borrower, the Agent and the other Banks thereof in writing stating the reasons therefor, and the Borrower shall, (b) on the earlier of (i) the last day of the then current Interest Period or for each LIBOR Loan of such Lender (ii) if or, in any event, on such earlier date as may be required by such the relevant law, regulation or interpretation), on such date as LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an "Affected Loan") shall be specified in such notice, prepay all such Loans remain outstanding for the period corresponding to the Banks in full. Any Group of LIBOR Loans of which such prepayment or conversion may Affected Loan would be made without payment of the prepayment premium provided for in Section 5.05 hereof, but the Borrower shall compensate a part absent such Bank(s) for any costs or expenses relating to such Loan incurred in connection with the events provided for in this Section on written request to the Borrower describing such costs or expensescircumstances.