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 Regulatory Change shall make it unlawful for any Lender to fund, refinance, continue or convert into any LIBOR Loans which it is committed to make hereunder with moneys obtained in the London Interbank Eurodollar market, the Commitment of such Lender to fund, refinance, continue or convert into LIBOR Loans shall, upon the happening of such event, be suspended for the duration of such illegality and such Lender shall by written notice to the 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 Lender shall similarly notify the Company and the Administrative Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Company and the other Lenders thereof in writing stating the reasons therefor and the 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 LIBOR Loans to the Lenders in full. Any such prepayment or conversion shall not be subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant to this Section shall be deemed to have been a request for an Alternate Base Rate Loan.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change 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 Lender Bank to fund, refinance, continue or convert into fund 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 Lender Bank to fund, refinance, continue or convert into LIBOR fund such Loans shall, upon the happening of such event, event forthwith be suspended for the duration of such illegality illegality, and such Lender Bank shall by written notice to the Company 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 Lender Bank shall similarly notify the Company Borrower and the Administrative Agent. If any such change shall make it unlawful for any Lender Bank to continue in effect the funding in the London Interbank applicable Eurodollar market of any LIBOR Loan previously made by it hereunderhereunder subject to the LIBOR Rate Option, such Lender Bank shall, upon the happening of such event, notify the Company Borrower, the Agent and the other Lenders Banks thereof in writing stating the reasons therefor therefor, and the Company Borrower 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 LIBOR such Loans to the Lenders 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 not be subject 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 prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant to this Section shall be deemed to have been a request for an Alternate Base Rate LoanBorrower describing such costs or expenses.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change new Law, treaty or regulation, or any change in any existing Law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Lender to fund, refinance, continue or convert into fund any LIBOR Loans which it is committed to make hereunder with moneys obtained in the London Interbank Eurodollar market, the Commitment commitment of such Lender to fund, refinance, continue or convert into fund LIBOR Loans shall, upon the happening of such event, forthwith be suspended for the duration of such illegality illegality, and such Lender shall by written notice to the Company Borrowers 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 Lender shall similarly notify the Company Borrowers and the Administrative Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank applicable Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Company Borrowers, the Agent and the other Lenders thereof in writing stating the reasons therefor therefor, and the Company Borrowers shall, on the earlier of (i) the last day of the then current LIBOR 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 Alternate Base Prime Rate Loans to the extent permissible under this Agreement or prepay all LIBOR Loans to the Lenders in full. Any such prepayment or conversion shall not be subject entitle the Lenders to the prepayment premiums prescribed compensation as provided in Section 2.1A(x) 3.3 hereof. Any requests for a LIBOR Loan not funded pursuant to this Section shall be deemed to have been a request for an Alternate Base Rate Loan.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time change in, or the adoption of any Regulatory Change shall new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it unlawful (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 fundmake, refinancemaintain or fund Loans whose interest is determined by reference to the LIBOR Rate, continue or convert into to determine or charge interest rates based upon the LIBOR Rate, or any LIBOR Loans which it is committed to make hereunder with moneys obtained in Governmental Authority has imposed material restrictions on the London Interbank Eurodollar market, the Commitment authority of such Lender to fundpurchase or sell, refinanceor to take deposits of, continue or convert into LIBOR Loans shallDollars in the London interbank market, upon the happening of such event, be suspended for the duration of such illegality and then such Lender shall by written notice to promptly notify the Company and the Administrative Agent declare that its Commitment with respect to such Loans has been so suspended and, if and when so long as such illegality ceases to existcircumstances shall continue, such suspension shall cease and (a) (i) such Lender shall similarly notify the Company and the Administrative Agent. If have no obligation to make, continue or convert any such change Base Rate Loan into a LIBOR Loan (but shall make it unlawful for any 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 the amount of LIBOR Loans which would be made or converted into by such Lender to continue in effect the funding at such time in the London Interbank Eurodollar market absence of any 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 determined by reference to the LIBOR Loan previously made by it hereunderRate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, upon if necessary to avoid such illegality, be determined by the happening Administrative Agent without reference to the LIBOR Rate component of such event, notify the Company Base Rate and the other Lenders thereof in writing stating the reasons therefor and the Company shall, on the earlier of (b) (i) on the last day of the then current LIBOR 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 such date as shall be specified in such notice, either convert all LIBOR Loans to Alternate which Base Rate Loans or prepay all LIBOR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Lenders in full. Any LIBOR Rate component of the Base Rate) and (ii) if such prepayment notice asserts the illegality of such Lender determining or conversion charging interest rates based upon the LIBOR Rate, the Administrative Agent shall not be subject during the period of such suspension compute the Base Rate applicable to such Lender without reference to the prepayment premiums prescribed LIBOR Rate component thereof until the Administrative Agent is advised in Section 2.1A(x) hereofwriting by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBOR Rate. Any requests Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan not funded pursuant (an “Affected Loan”) shall remain outstanding for the period corresponding to this Section shall the group of LIBOR Loans of which such Affected Loan would be deemed to have been a request for an Alternate Base Rate Loanpart absent such circumstances.

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 Regulatory Change Governmental Authority has asserted that it is unlawful, for Lender to make, maintain or fund LIBOR Loans or determine or charge interest rates based on the LIBO Rate, or any 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 Base Rate Loan into a LIBOR Loan (but shall make it unlawful for any Base Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR Loans by Lender which are not so affected, in each case in an amount equal to fund, refinance, continue or convert into any the amount of LIBOR Loans which it is committed to make hereunder with moneys obtained would be made or converted into by Lender at such time in the London Interbank Eurodollar market, the Commitment absence of such Lender to fund, refinance, continue or convert into LIBOR Loans shall, upon the happening of such event, be suspended for the duration of such illegality circumstances) and such Lender shall by written notice to the 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 Lender shall similarly notify the Company and the Administrative Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Company and the other Lenders thereof in writing stating the reasons therefor and the Company shall, (b) on the earlier of (i) the last day of the then current LIBOR 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 shall be specified LIBOR Loan shall, unless then repaid in such noticefull, either automatically convert all LIBOR Loans to Alternate a Base Rate Loans or prepay all LIBOR Loans to Loan. Each Base Rate Loan made by Lender which, but for the Lenders circumstances described in full. Any such prepayment or conversion shall not the foregoing sentence, would be subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant (an "Affected Loan") shall remain outstanding for the period corresponding to this Section shall the Group of LIBOR Loans of which such Affected Loan would be deemed to have been a request for an Alternate Base Rate Loanpart absent such circumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change new law, treaty or regulation, or any change in any existing law, treaty or regulation, or any published interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Lender Bank to fund, refinance, continue or convert into any LIBOR Loans which it is committed to make hereunder with moneys obtained in the London Interbank Eurodollar market, the Commitment of such Lender Bank to fund, refinance, continue or convert into LIBOR Loans shall, upon the happening of such event, be suspended for the duration of such illegality and such Lender Bank shall by written notice to the 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 Lender Bank shall similarly notify the Company and the Administrative Agent. If any such change shall make it unlawful for any Lender Bank to continue in effect the funding in the London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender Bank shall, upon the happening of such event, notify the Company and the other Lenders Banks thereof in writing stating the reasons therefor and the 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 LIBOR Loans to the Lenders Banks in full. Any such prepayment or conversion shall not be subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant to this Section shall be deemed to have been a request for 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 Regulatory Change Governmental Authority has asserted that it is unlawful, for Lender to make, maintain or fund LIBOR Loans or determine or charge interest rates based on the LIBO Rate, or any 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 Base Rate Loan into a LIBOR Loan (but shall make it unlawful for any Base Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR Loans by Lender which are not so affected, in each case in an amount equal to fund, refinance, continue or convert into any the amount of LIBOR Loans which it is committed to make hereunder with moneys obtained would be made or converted into by Lender at such time in the London Interbank Eurodollar market, the Commitment absence of such Lender to fund, refinance, continue or convert into LIBOR Loans shall, upon the happening of such event, be suspended for the duration of such illegality circumstances) and such Lender shall by written notice to the 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 Lender shall similarly notify the Company and the Administrative Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Company and the other Lenders thereof in writing stating the reasons therefor and the Company shall, (b) on the earlier of (i) the last day of the then current LIBOR 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 shall be specified LIBOR Loan shall, unless then repaid in such noticefull, either automatically convert all LIBOR Loans to Alternate a Base Rate Loans or prepay all LIBOR Loans to Loan. Each Base Rate Loan made by Lender which, but for the Lenders circumstances described in full. Any such prepayment or conversion shall not the foregoing sentence, would be subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant (an “Affected Loan”) shall remain outstanding for the period corresponding to this Section shall the Group of LIBOR Loans of which such Affected Loan would be deemed to have been a request for an Alternate Base Rate Loanpart absent such circumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time change in, or the adoption of any Regulatory Change shall new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to fundmake, refinancemaintain or fund LIBOR Loans or to determine or change interest rates based on the LIBOR Rate, continue 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 convert any Base Rate Loan into any a LIBOR Loan (but shall make Base Rate Loans as to which the interest rate is not determined with reference to the LIBOR Rate 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 the amount of LIBOR Loans which it is committed would be made or converted into by such Lender at such time in the absence of such circumstances) or, if such notice relates to the unlawfulness or asserted unlawfulness of charging interest based on the LIBOR Rate, to make hereunder Base Rate Loans as to which the interest rate is determined with moneys obtained in the London Interbank Eurodollar market, the Commitment of such Lender to fund, refinance, continue or convert into LIBOR Loans shall, upon the happening of such event, be suspended for the duration of such illegality and such Lender shall by written notice reference to the Company LIBOR Rate (but shall convert such Base Rate Loans to Base Rate Loans as to which the rate of interest is not determined with reference to the LIBOR Rate) 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 Lender shall similarly notify the Company and the Administrative Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Company and the other Lenders thereof in writing stating the reasons therefor and the Company shall, (b) on the earlier of (i) the last day of the then current LIBOR 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 shall be specified LIBOR Loan shall, unless then repaid in such noticefull, either automatically convert all LIBOR Loans to Alternate a Base Rate Loans or prepay all LIBOR Loans to Loan. Each Base Rate Loan made by a Lender which, but for the Lenders circumstances described in full. Any such prepayment or conversion shall not the foregoing sentence, would be subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant (an “Affected Loan”) shall remain outstanding for the period corresponding to this Section shall the Group of LIBOR Loans of which such Affected Loan would be deemed to have been a request for an Alternate Base Rate Loanpart absent such circumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change shall in Law should make it unlawful (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to fundmake, refinance, continue maintain or convert into any fund LIBOR Loans which it is committed or to make hereunder with moneys obtained in determine or charge interest rates based on the London Interbank Eurodollar marketLIBO Rate, or any Governmental Authority has imposed material restrictions on the Commitment authority of such Lender to fundpurchase or sell, refinanceor 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 Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR Loans shallby the Lenders which are not so affected, upon in each case in an amount equal to the happening amount of LIBOR Loans which would be made or converted into by such Lender at such time in the absence of such event, be suspended for the duration of such illegality circumstances) and such Lender shall by written notice to the 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 Lender shall similarly notify the Company and the Administrative Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Company and the other Lenders thereof in writing stating the reasons therefor and the Company shall, (b) on the earlier of (i) the last day of the then current LIBOR 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 shall be specified LIBOR Loan shall, unless then repaid in such noticefull, either automatically convert all LIBOR Loans to Alternate a Base Rate Loans or prepay all LIBOR Loans to Loan. Each Base Rate Loan made by a Lender which, but for the Lenders circumstances described in full. Any such prepayment or conversion shall not the foregoing sentence, would be subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant (an “Affected Loan”) shall remain outstanding for the period corresponding to this Section shall the Group of LIBOR Loans of which such Affected Loan would be deemed to have been a request for an Alternate Base Rate Loanpart absent such circumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time change in, or the adoption of any Regulatory Change shall new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to fundmake, refinancemaintain or fund LIBOR Loans (whether in Dollars or Euros), continue 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 any 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 with moneys obtained would be made or converted into by such Lender at such time in the London Interbank Eurodollar market, the Commitment absence of such Lender circumstances) and (b) subject to fund, refinance, continue or convert into LIBOR Loans shall, upon the happening of such event, be suspended for the duration of such illegality and such Lender shall by prior written notice to the Company and having been provided by 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 Lender shall similarly notify the Company and the Administrative Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Company and the other Lenders thereof in writing stating the reasons therefor and the Company shallaffected Borrower, on the earlier of (i) the last day of the then current LIBOR 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 notice, either convert all LIBOR Loans to Alternate conversion). Each Base Rate Loans or prepay all LIBOR Loans to Loan made by a Lender which, but for the Lenders circumstances described in full. Any such prepayment or conversion shall not the foregoing sentence, would be subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant (an “Affected Loan”) shall remain outstanding for the period corresponding to this Section shall the Group of LIBOR Loans of which such Affected Loan would be deemed to have been a request for an Alternate Base Rate Loanpart absent such circumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change new law, treaty, regulation, governmental rule or order or any change in any existing law, treaty, regulation, governmental rule or order (including, without limitation, 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 Lender Bank to fund, refinance, continue or convert into fund any LIBOR Loans which it is committed to make hereunder with moneys obtained in subject to the London Interbank Eurodollar marketLIBOR Rate Option, the Commitment of such Lender Bank to fund, refinance, continue or convert into LIBOR fund such Loans shall, upon the happening of such event, event forthwith be suspended for the duration of such illegality illegality, and such Lender Bank shall by written notice to the Company 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 Lender Bank shall similarly notify the Company Borrower and the Administrative Agent. If any such change shall make it unlawful for any Lender Bank to continue in effect the funding in the London Interbank applicable Eurodollar market of any LIBOR Loan previously made by it hereunderhereunder subject to the LIBOR Rate Option, such Lender Bank shall, upon the happening of such event, notify the Company Borrower, the Agent and the other Lenders Banks thereof in writing stating the reasons therefor therefor, and all principal of the Company Loans then subject to the LIBOR Rate Option 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 LIBOR Loans to the Lenders in full. Any such prepayment or conversion shall not be become subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant to this Section shall be deemed to have been a request for an Alternate Base Rate LoanOption (without giving effect to clause (c) of the definition of “Base Rate” contained in Article 1 hereof).

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change new Law, treaty or regulation, or any change in any existing Law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Lender Bank to fund, refinance, continue or convert into fund any LIBOR Loans which it is committed to make hereunder with moneys obtained in the London Interbank Eurodollar market, the Commitment commitment of such Lender Bank to fund, refinance, continue or convert into fund LIBOR Loans shall, upon the happening of such event, forthwith be suspended for the duration of such illegality illegality, and such Lender Bank shall by written notice to the Company 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 Lender Bank shall similarly notify the Company Borrower and the Administrative Agent. If any such change shall make it unlawful for any Lender Bank to continue in effect the funding in the London Interbank applicable Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender Bank shall, upon the happening of such event, notify the Company Borrower, the Agent and the other Lenders Banks thereof in writing stating the reasons therefor therefor, and the Company Borrower shall, on the earlier of (i) the last day of the then current LIBOR 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 Alternate Base Prime Rate Loans to the extent permissible under this Agreement or prepay all LIBOR Loans to the Lenders Banks in full. Any such prepayment or conversion shall not be subject entitle the Banks to the prepayment premiums prescribed compensation as provided in Section 2.1A(x) 3.3 hereof. Any requests for a LIBOR Loan not funded pursuant to this Section shall be deemed to have been a request for an Alternate Base Rate Loan.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change shall in Law, should make it unlawful (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to fundmake, refinance, continue maintain or convert into any fund LIBOR Loans which it is committed or to make hereunder with moneys obtained in determine or charge interest rates based on LIBOR, or any Governmental Authority has imposed material restrictions on the London Interbank Eurodollar market, the Commitment authority of such Lender to fundpurchase or sell, refinanceor 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 Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR Loans shallby such Lender which are not so affected, upon in each case in an amount equal to the happening amount of LIBOR Loans which would be made or converted into by such Lender at such time in the absence of such event, be suspended for the duration of such illegality circumstances) and such Lender shall by written notice to the 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 Lender shall similarly notify the Company and the Administrative Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Company and the other Lenders thereof in writing stating the reasons therefor and the Company shall, (b) on the earlier of (i) the last day of the then current LIBOR 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 shall be specified LIBOR Loan shall, unless then repaid in such noticefull, either automatically convert all LIBOR Loans to Alternate a Base Rate Loans or prepay all LIBOR Loans to Loan. Each Base Rate Loan made by a Lender which, but for the Lenders circumstances described in full. Any such prepayment or conversion shall not the foregoing sentence, would be subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant (an "Affected Loan") shall remain outstanding for the period corresponding to this Section shall the Group of LIBOR Loans of which such Affected Loan would be deemed to have been a request for an Alternate Base Rate Loanpart absent such circumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change shall in Law, should make it unlawful (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to fundmake, refinance, continue maintain or convert into any fund LIBOR Loans which it is committed or to make hereunder with moneys obtained in determine or charge interest rates based on LIBOR, or any Governmental Authority has imposed material restrictions on the London Interbank Eurodollar market, the Commitment authority of such Lender to fundpurchase or sell, refinanceor 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 Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR Loans shallby such Lender which are not so affected, upon in each case in an amount equal to the happening amount of LIBOR Loans which would be made or converted into by such Lender at such time in the absence of such event, be suspended for the duration of such illegality circumstances) and such Lender shall by written notice to the 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 Lender shall similarly notify the Company and the Administrative Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Company and the other Lenders thereof in writing stating the reasons therefor and the Company shall, (b) on the earlier of (i) the last day of the then current LIBOR 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 shall be specified LIBOR Loan shall, unless then repaid in such noticefull, either automatically convert all LIBOR Loans to Alternate a Base Rate Loans or prepay all LIBOR Loans to Loan. Each Base Rate Loan made by a Lender which, but for the Lenders circumstances described in full. Any such prepayment or conversion shall not the foregoing sentence, would be subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant (an "Affected Loan") shall remain outstanding for the period corresponding to this Section shall the Group of LIBOR Loans of which such Affected Loan would be deemed to have been a request for an Alternate Base Rate Loanpart absent such circumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change 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 Lender Bank to fund, refinance, continue or convert into fund 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 Lender Bank to fund, refinance, continue or convert into LIBOR fund such Loans shall, upon the happening of such event, event forthwith be suspended for the duration of such illegality illegality, and such Lender Bank shall by written notice to the Company 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 Lender Bank shall similarly notify the Company Borrower and the Administrative Agent. If any such change shall make it unlawful for any Lender Bank to continue in effect the funding in the London Interbank applicable Eurodollar market of any LIBOR Loan previously made by it hereunderhereunder subject to the LIBOR Rate Option, such Lender Bank shall, upon the happening of such event, notify the Company Borrower, the Agent and the other Lenders Banks thereof in writing stating the reasons therefor therefor, and the Company Borrower 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 LIBOR such Loans to the Lenders Banks in full. Any such prepayment or conversion may be made without payment of the prepayment premium provided from Section 5.05 hereof, but Borrower shall not be subject 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 prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant to this Section shall be deemed to have been a request for an Alternate Base Rate LoanBorrower describing such costs or expenses.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change shall in Law should make it unlawful (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to fundmake, refinance, continue maintain or convert into any fund LIBOR Loans which it is committed or to make hereunder with moneys obtained in determine or charge interest rates based on LIBOR, or any Governmental Authority has imposed material restrictions on the London Interbank Eurodollar market, the Commitment authority of such Lender to fundpurchase or sell, refinanceor 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 Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR Loans shallby the Lenders which are not so affected, upon in each case in an amount equal to the happening amount of LIBOR Loans which would be made or converted into by such Lender at such time in the absence of such event, be suspended for the duration of such illegality circumstances) and such Lender shall by written notice to the 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 Lender shall similarly notify the Company and the Administrative Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank Eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Company and the other Lenders thereof in writing stating the reasons therefor and the Company shall, (b) on the earlier of (i) the last day of the then current LIBOR 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 shall be specified LIBOR Loan shall, unless then repaid in such noticefull, either automatically convert all LIBOR Loans to Alternate a Base Rate Loans or prepay all LIBOR Loans to Loan. Each Base Rate Loan made by a Lender which, but for the Lenders circumstances described in full. Any such prepayment or conversion shall not the foregoing sentence, would be subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant (an “Affected Loan”) shall remain outstanding for the period corresponding to this Section shall the Group of LIBOR Loans of which such Affected Loan would be deemed to have been a request for an Alternate Base Rate Loanpart absent such circumstances.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time change in, or the adoption of any Regulatory Change shall new, law, rule or regulation, or any change in the interpretation of any applicable law, rule or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of the Lender cause a substantial question as to whether it is) unlawful for any the Lender to fundmake, refinancemaintain or fund LIBOR Loans, continue or convert into any LIBOR Loans which it is committed then the Lender shall promptly notify the Borrower and, so long as such circumstances shall continue, (a) the Lender shall have no obligation to make hereunder with moneys obtained in the London Interbank Eurodollar market, the Commitment of such Lender to fund, refinance, continue or convert into LIBOR Loans shall, upon the happening of such event, be suspended for the duration of such illegality and such Lender shall by written notice to the 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 Lender shall similarly notify the Company and the Administrative Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank Eurodollar market of any LIBOR Loan previously (but shall make Base Rate Loans in an amount equal to the amount of LIBOR Loans that would be made by it hereunder, the Lender at such Lender shall, upon time in the happening absence of such event, notify the Company circumstances) and the other Lenders thereof in writing stating the reasons therefor and the Company shall, (b) on the earlier of (i) the last day of the then current LIBOR Interest Period or for each LIBOR Loan of the 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 the Lender that, 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 Group of LIBOR Loans of which such Affected Loan would be a part absent such circumstances. The Lender will promptly (in one or more notices) notify the Borrower of (x) any occurrence of any of the events, periods or circumstances under clauses (i) through (iii) above, (y) the Replacement Date and (z) the Successor Rate. Any Successor Rate shall be specified applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Lender, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Lender. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Lender will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Lender shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower reasonably promptly after such amendment becomes effective. If the events or circumstances of the type described in Section 8.3(i)-(iii) have occurred with respect to the Successor Rate then in effect, then the successor rate thereto shall be determined in accordance with the definition of “Successor Rate.” Notwithstanding anything to the contrary herein, (A) after any such determination by the Lender or receipt by the Lender of any such notice described under Section 8.3(i)-(iii), as applicable, if the Lender determines that no Successor Rates is available on or prior to the Replacement Date, (B) if the events or circumstances described in Section 8.3(iv) have occurred but no Successor Rate is available, or (C) if the events or circumstances of the type described in Section 8.3(i)-(iii) have occurred with respect to the Successor Rate then in effect and the Lender determines that no Successor Rate is available, then in each case, the Lender and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 8.3 at the end of any relevant interest payment date or payment period for interest calculated, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Lender from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Lender shall have posted such proposed amendment to the Borrower. If, at the end of any relevant interest payment date or payment period for interest calculated, no Successor Rate has been determined in accordance with the preceding paragraphs of this Section 8.3 and the circumstances under Section 8.3(i) or (iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Lender will promptly so notify the Borrower. Thereafter, the obligation of the Lender to make or maintain Term SOFR Loans shall be suspended, (to the extent of the affected Term SOFR Loans, interest payment dates or payment periods), until the Successor Rate has been determined in accordance with the preceding paragraphs of this Section 8.3. Upon receipt of such notice, either convert all LIBOR the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans to Alternate Base Rate Loans or prepay all LIBOR Loans (to the Lenders in full. Any such prepayment extent of the affected Term SOFR Loans, interest payment dates or conversion shall not be subject to the prepayment premiums prescribed in Section 2.1A(xpayment periods) hereof. Any requests for a LIBOR Loan not funded pursuant to this Section shall or, failing that, will be deemed to have been converted such request into a request for an Alternate a borrowing of Base Rate LoanLoans (subject to the foregoing clause (y)) in the amount specified therein.

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change new law, treaty, regulation, governmental rule or order or any change in any existing law, treaty, regulation, governmental rule or order 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 Lender Bank to fund, refinance, continue or convert into fund any LIBOR Loans which it is committed to make hereunder with moneys obtained in subject to the London Interbank Eurodollar marketLIBOR Rate Option, the Commitment of such Lender Bank to fund, refinance, continue or convert into LIBOR fund such Loans shall, upon the happening of such event, event forthwith be suspended for the duration of such illegality illegality, and such Lender Bank shall by written notice to the Company 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 Lender Bank shall similarly notify the Company Borrower and the Administrative Agent. If any such change shall make it unlawful for any Lender Bank to continue in effect the funding in the London Interbank applicable Eurodollar market of any LIBOR Loan previously made by it hereunderhereunder subject to the LIBOR Rate Option, such Lender Bank shall, upon the happening of such event, notify the Company Borrower, the Agent and the other Lenders Banks thereof in writing stating the reasons therefor therefor, and all principal of the Company Loans then subject to the LIBOR Rate Option 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 LIBOR Loans to the Lenders in full. Any such prepayment or conversion shall not be become subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant to this Section shall be deemed to have been a request for an Alternate Base Rate LoanOption (without giving effect to clause (c) of the definition of “Base Rate” contained in Article 1 hereof).

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change new law, treaty, regulation, governmental rule or order 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, publication, order, guideline or 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 Lender Bank to fund, refinance, continue or convert into fund any LIBOR Loans which it is committed to make hereunder with moneys obtained in subject to the London Interbank Eurodollar marketLIBOR Rate Option, the Commitment of such Lender Bank to fund, refinance, continue or convert into LIBOR fund such Loans shall, upon the happening of such event, event forthwith be suspended for the duration of such illegality illegality, and such Lender Bank shall by written notice to the Company 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 Lender Bank shall similarly notify the Company Borrower and the Administrative Agent. If any such change shall make it unlawful for any Lender Bank to continue in effect the funding in the London Interbank applicable Eurodollar market of any LIBOR Loan previously made by it hereunderhereunder subject to the LIBOR Rate Option, such Lender Bank shall, upon the happening of such event, notify the Company Borrower, the Agent and the other Lenders Banks thereof in writing stating the reasons therefor therefor, and all principal of the Company Loans then subject to the LIBOR Rate Option 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 LIBOR Loans to the Lenders in full. Any such prepayment or conversion shall not be become subject to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any requests for a LIBOR Loan not funded pursuant to this Section shall be deemed to have been a request for an Alternate Base Rate LoanOption (without giving effect to clause (c) of the definition of “Base Rate” contained in Article 1 hereof).

Changes in Law Rendering LIBOR Loans Unlawful. If at any time any Regulatory Change new law, treaty or regulation, or any change in any existing law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Lender to fund, refinance, continue or convert into fund any LIBOR Loans Loan which it is committed to make hereunder with moneys monies obtained in the London Interbank Eurodollar eurodollar market, the Commitment commitment of such Lender to fund, refinance, continue or convert into fund such LIBOR Loans Loan shall, upon the happening of such event, event forthwith be suspended for the duration of such illegality illegality, and such Lender shall by written notice to the Company and the Administrative Agent Borrower 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 Lender shall similarly notify the Company and the Administrative AgentBorrower. If any such change shall make it unlawful for any Lender to continue in effect the funding in the London Interbank Eurodollar applicable eurodollar market of any LIBOR Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Company and the other Lenders Borrower thereof in writing stating the reasons therefor therefor, and the Company Borrower shall, on the earlier of (ia) the last day of the then current LIBOR Interest Period or (iib) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert all such LIBOR Loans Loan to Alternate Base a Prime Rate Loans Loan or prepay all such LIBOR Loans to the Lenders 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 shall not be subject to the prepayment premiums prescribed fees described in Section 2.1A(x) 2.4 hereof. Any requests for a LIBOR Loan not funded pursuant to this Section shall be deemed to have been a request for an Alternate Base Rate Loan.