Changes in Law Rendering Term SOFR Rate Loans Unlawful. If at any time any Change in Law shall make it unlawful for any Lender to fund any Term SOFR Rate Loans which it is committed to make hereunder with moneys obtained in the Eurodollar market, the commitment of such Lender to fund Term SOFR Rate Loans shall, upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Lender shall by written notice to the 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 Lender shall similarly notify the Borrowers and the Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the applicable Eurodollar market of any Term SOFR Rate Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify the Borrowers, the Agent and the other Lenders thereof in writing stating the reasons therefor, and the Borrowers 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, either convert all Term SOFR Rate Loans to Base Rate Loans to the extent permissible under this Agreement or prepay all Term SOFR Rate Loans to the Lenders in full. Any such prepayment or conversion shall entitle the Lenders to prepayment compensation as provided in Section 3.3 hereof.
