Common use of Illegality Etc Clause in Contracts

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Advances or to fund or maintain Term SOFR Advances or XXXXXXX Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof), (y) all Advances that would otherwise be made by such Lender as Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Advances; 364-DAY CREDIT AGREEMENT (ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;

Illegality Etc. Anything in subsection (a) or (b) above Any other provision of this Agreement to the contrary notwithstanding, (i) , if any Lender the Bank shall notify the Administrative Agent Borrower that the introduction of of, or any change in or in the interpretation of of, any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Lending Office the Bank to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurodollar Rate Advances hereunder, then (i) the Administrative Agent shall forthwith give notice thereof to obligation of the other Lenders and the Company, whereupon (A) such Lender shall have no obligation Bank to make Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Advances, as applicable, shall be suspended until such Lender notifies the Company and Bank shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer exist and (Bii) each the Borrower shall be deemed to have converted forthwith prepay in full all Term SOFR Eurodollar Rate Advances or EURIBOR Advancesthen outstanding, as applicableplus interest accrued thereon, unless the Borrower, within five Business Days of such Lender notice from the Bank, Converts all Eurodollar Rate Advances then outstanding into Base Rate Advances in accordance Advances. (b) If, with Section 2.04 on and as of respect to any Eurodollar Rate Advance, the date of Bank notifies the Administrative Agent’s receipt of Borrower that (i) the Bank is unable to determine the Eurodollar Rate or (ii) the Eurodollar Rate for any Interest Period for such notice, unless and Advance will not adequately reflect the cost to the extent Bank of making, funding or maintaining such notice directs that one or more Term SOFR Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Eurodollar Rate Advance for such Interest Period, provided that (w) before giving any such notice, such Xxxxxx agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Eurodollar Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof), (y) all Advances that would otherwise be made by such Lender as Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Advances; 364-DAY CREDIT AGREEMENT (ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Advance, and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders Bank to make or to Convert Advances into Term SOFR Eurodollar Rate Advances shall be suspended and until the Borrowers may revoke any pending request Bank shall notify the Borrower that the circumstances causing such suspension no longer exist. (c) Within five (5) Business Days after the Bank notifies the Borrower that the reason for a Term SOFR Advancethe suspension of the Eurodollar Rate Advances has ended, or Conversion the Borrower shall Convert all of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a the Base Rate Advance in Advances to Eurodollar Rate Advances pursuant to the amount specified therein;terms of Section 2.02 as if such Conversion were a new Eurodollar Rate Advance.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Eurocurrency Advance or the date of any conversion to or continuation of a Eurocurrency Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurocurrency Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for CREDIT AGREEMENT conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurocurrency Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances; 364-DAY CREDIT AGREEMENT; (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurocurrency Rate for any Committed Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency Rate Advance, notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Committed Advances into, Eurocurrency Rate Advances until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and (iv) if the Required Lenders shall, at least one Business Day before the date of any Advance to a Designated Borrower, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lenders to perform their obligations hereunder to make Advances or to Convert fund or maintain Advances into Term SOFR Advances hereunder to such Designated Borrower, the Administrative Agent shall be suspended forthwith give notice thereof to the other Lenders and the Borrowers may revoke any pending request for a Term SOFR AdvanceCompany, or Conversion of a Term SOFR Advance orwhereupon the Lenders shall have no obligation to make Advances to such Designated Borrower, failing that, will be deemed to have converted until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Advance or the date of any conversion to or continuation of a Eurodollar Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurodollar Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurodollar Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the CompanyBorrower, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurodollar Rate Advances, as applicable, until such Lender notifies the Company Borrower and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each the Borrower shall be deemed to have converted all Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s 's receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a the Borrower for Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s 's obligation to make, or convert Advances into, Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR AdvanceAdvances, in an amount equal to the Dollar Equivalent thereof) and (z) in the 5-YEAR CREDIT AGREEMENT event any Lender shall notify the Administrative Agent and the Company Borrower of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurodollar Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurodollar Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurodollar Rate Advances; 364-DAY CREDIT AGREEMENT; (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurodollar Rate for any Committed Borrowing consisting of Eurodollar Rate Advances because of conditions existing in the London interbank market, the right of the Borrower to select Eurodollar Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company Borrower and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; and (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurodollar Rate Advance, notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon the Lenders shall have no obligation to make make, or to Convert convert Committed Advances into Term SOFR into, Eurodollar Rate Advances until the Administrative Agent shall be suspended notify the Borrower and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted Lenders that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Eurocurrency Advance or the date of any conversion to or continuation of a Eurocurrency Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurocurrency Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurocurrency Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances; 364-DAY CREDIT AGREEMENTTable of Contents (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurocurrency Rate for any Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency Rate Advance, notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Advances into, Eurocurrency Rate Advances until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and (iv) if the Required Lenders shall, at least one Business Day before the date of any Advance to a Designated Borrower, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lenders to perform their obligations hereunder to make Advances or to Convert fund or maintain Advances into Term SOFR Advances hereunder to such Designated Borrower, the Administrative Agent shall be suspended forthwith give notice thereof to the other Lenders and the Borrowers may revoke any pending request for a Term SOFR AdvanceCompany, or Conversion whereupon the Lenders shall have no obligation to make Advances to such Designated Borrower, until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist. Table of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;Contents

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Eurocurrency Advance or the date of any conversion to or continuation of a Eurocurrency Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurocurrency Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurocurrency Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances; 364-DAY CREDIT AGREEMENT (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurocurrency Rate for any Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency Rate Advance, notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Advances into, Eurocurrency Rate Advances until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and (iv) if the Required Lenders shall, at least one Business Day before the date of any Advance to a Designated Borrower, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lenders to perform their obligations hereunder to make Advances or to Convert fund or maintain Advances into Term SOFR Advances hereunder to such Designated Borrower, the Administrative Agent shall be suspended forthwith give notice thereof to the other Lenders and the Borrowers may revoke any pending request for a Term SOFR AdvanceCompany, or Conversion of a Term SOFR Advance orwhereupon the Lenders shall have no obligation to make Advances to such Designated Borrower, failing that, will be deemed to have converted until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Advance or the date of any conversion to or continuation of a Eurodollar Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurodollar Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurodollar Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the CompanyBorrower, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurodollar Rate Advances, as applicable, until such Lender notifies the Company Borrower and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each the Borrower shall be deemed to have converted all Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s 's receipt of such notice, unless and to 364-DAY CREDIT AGREEMENT the extent such notice directs that one or more Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a the Borrower for Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s 's obligation to make, or convert Advances into, Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR AdvanceAdvances, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company Borrower of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurodollar Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurodollar Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurodollar Rate Advances; 364-DAY CREDIT AGREEMENT; (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurodollar Rate for any Committed Borrowing consisting of Eurodollar Rate Advances because of conditions existing in the London interbank market, the right of the Borrower to select Eurodollar Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company Borrower and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; and (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurodollar Rate Advance, notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon the Lenders shall have no obligation to make make, or to Convert convert Committed Advances into Term SOFR into, Eurodollar Rate Advances until the Administrative Agent shall be suspended notify the Borrower and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted Lenders that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Advance or the date of any conversion to or continuation of a Eurodollar Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurodollar Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurodollar Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the CompanyBorrower, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurodollar Rate Advances, as applicable, until such Lender notifies the Company Borrower and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each the Borrower shall be deemed to have converted all Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s 's receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a the Borrower for Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s 's obligation to make, or convert Advances into, Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR AdvanceAdvances, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company Borrower of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurodollar Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurodollar Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurodollar Rate Advances; 364-DAY CREDIT AGREEMENT; (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurodollar Rate for any Committed Borrowing consisting of Eurodollar Rate Advances because of conditions existing in the London interbank market, the right of the Borrower to select Eurodollar Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company Borrower and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; and (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurodollar Rate Advance, notify the Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the obligation of Agent shall forthwith so notify the Borrower and the Lenders, whereupon the Lenders shall have no obligation to make make, or to Convert convert Committed Advances into Term SOFR into, Eurodollar Rate Advances until the Agent shall be suspended notify the Borrower and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted Lenders that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurocurrency Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances, as applicable, or to convert Revolving Credit Advances into Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR AdvanceEurocurrency Rate Advance denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof), (y) all Revolving Credit Advances that would otherwise be made by such Lender as Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR AdvanceEurocurrency Rate Advance AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT denominated in an Alternate Currency, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurocurrency Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances; 364-DAY CREDIT AGREEMENT; (ii) (A) if the Administrative Agent determines (which determination cannot furnish the Eurocurrency Rate for any Revolving Credit Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency Rate Advance, notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency Rate Advances until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and (iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to Convert fund or maintain Advances into Term SOFR hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances shall be suspended to such Designated Borrower, until such Lender notifies the Company and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted Administrative Agent that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) or (b) above Any other provision of this Agreement to the contrary notwithstanding, (i) , if any Lender the Bank shall notify the Administrative Agent Borrower that the introduction of of, or any change in or in the interpretation of of, any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Lending Office the Bank to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurodollar Rate Advances hereunder, then (i) the Administrative Agent shall forthwith give notice thereof obligation of the Bank to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Advances, as applicablemake, or to convert Convert Advances into Term SOFR into, Eurodollar Rate Advances or XXXXXXX Advances, as applicable, shall be suspended until such Lender notifies the Company and Bank shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer exist and (Bii) each the Borrower shall be deemed to have converted forthwith prepay in full all Term SOFR Eurodollar Rate Advances or EURIBOR Advancesthen outstanding, as applicableplus interest accrued thereon, unless the Borrower, within five Business Days of such Lender notice from the Bank, Converts all Eurodollar Rate Advances then outstanding into Base Rate Advances of another Type in accordance with Section 2.04 on 2.14, and as of provided that in the date of the Administrative Agent’s receipt event of such noticeprepayment the Borrower shall be obligated to pay the Bank in respect of such prepayment pursuant to Section 8.4(b). (b) If, unless and with respect to any Eurodollar Rate Advance, the Bank notifies the Borrower that (i) the Bank is unable to determine the Eurodollar Rate or (ii) the Eurodollar Rate for any Interest Period for such Advance will not adequately reflect the cost to the extent Bank of making, funding or maintaining such notice directs that one or more Term SOFR Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Eurodollar Rate Advance for such Interest Period, provided that (w) before giving any such notice, such Xxxxxx agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Eurodollar Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof), (y) all Advances that would otherwise be made by such Lender as Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Advances; 364-DAY CREDIT AGREEMENT (ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance Advance, and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders Bank to make make, or to Convert Advances into Term SOFR into, Eurodollar Rate Advances shall be suspended and until the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted Bank shall notify the Borrower that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) If the adoption of any Law, or (b) above to the contrary notwithstanding, (i) if --------------- any Lender shall notify the Administrative Agent that the introduction of change therein, or any change in the interpretation or administration thereof by any Governmental Agency, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Agency, shall make it, in the interpretation sole opinion of any law the Required Banks, unlawful for the Required Banks to obtain funds in the London interbank Eurodollar market to make, maintain or regulation makes it unlawfulfund Eurodollar Rate Advances, or that any central bank or other governmental authority asserts that if, as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the London interbank Eurodollar market it is unlawfulshall become impracticable, in the sole judgment of the Required Banks, for such Lender the Required Banks to obtain funds in the London interbank Eurodollar market to make, maintain or its Applicable Lending Office fund Eurodollar Rate Advances or otherwise to perform its obligations hereunder with respect to make Term SOFR Advances or EURIBOR Advances or to fund or maintain Term SOFR Advances or XXXXXXX Advances hereunderany Eurodollar Rate Advance, the Administrative Agent Required Banks shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof), (y) all Advances that would otherwise be made by such Lender as Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall immediately notify the Administrative Agent and the Company Administrative Agent shall immediately so notify the Company, but the failure of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Advances; 364-DAY CREDIT AGREEMENT (ii) (A) if the Administrative Agent determines to give such notice shall not affect the terms of this Section 2.17. Upon receipt of such notice, (which determination shall be conclusive and binding absent manifest errori) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day right of the then existing Interest Period thereforCompany to select for any Advance the Eurodollar Rate shall forthwith be canceled, Convert into a Base Rate Advance such cancellation to continue unless and (y) until the Administrative Agent notifies shall notify the Company and the Lenders that the circumstances giving rise to such notice it has determined that it is no longer existunlawful or impracticable for the Banks to make, the obligation of the Lenders to make maintain or to Convert fund Eurodollar Rate Advances into Term SOFR and (ii) outstanding or requested Eurodollar Rate Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advanceconverted automatically into or made as, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advances. The Company hereby agrees to pay to the Administrative Agent on behalf of any Bank upon demand of such Bank, any additional amounts necessary to compensate such Bank for any loss, cost or expense incurred by the Bank in connection with any Eurodollar Rate Advance in the amount specified therein;as a result of any such illegality. A

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Eurocurrency Advance or the date of any conversion to or continuation of a Eurocurrency Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurocurrency Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurocurrency Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances; 364-DAY FIVE YEAR CREDIT AGREEMENT (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurocurrency Rate for any Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency Rate Advance, notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Advances into, Eurocurrency Rate Advances until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and (iv) if the Required Lenders shall, at least one Business Day before the date of any Advance to a Designated Borrower, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lenders to perform their obligations hereunder to make Advances or to Convert fund or maintain Advances into Term SOFR Advances hereunder to such Designated Borrower, the Administrative Agent shall be suspended forthwith give notice thereof to the other Lenders and the Borrowers may revoke any pending request for a Term SOFR AdvanceCompany, or Conversion of a Term SOFR Advance orwhereupon the Lenders shall have no obligation to make Advances to such Designated Borrower, failing that, will be deemed to have converted until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurocurrency Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances, as applicable, or to convert Revolving Credit Advances into Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Revolving Credit Advances into, Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Revolving Credit Advances that would otherwise be made by such Lender as Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurocurrency Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances; 364-DAY CREDIT AGREEMENT (ii) (A) if the Administrative Agent determines (which determination cannot furnish the Eurocurrency Rate for any Revolving Credit Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency Rate Advance, notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Revolving Credit Advances into, Eurocurrency Rate Advances until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and (iv) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender to perform its obligations hereunder to make Advances or to Convert fund or maintain Advances into Term SOFR hereunder to such Designated Borrower, the Administrative Agent shall forthwith give notice thereof to the Company, whereupon such Lender shall have no obligation to make Advances shall be suspended to such Designated Borrower, until such Lender notifies the Company and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted Administrative Agent that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Eurocurrency Advance or the date of any conversion to or continuation of a Eurocurrency Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurocurrency Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurocurrency Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances; 364-DAY CREDIT AGREEMENT; (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurocurrency Rate for any Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency Rate Advance, notify the Administrative Agent that the 364-DAY CREDIT AGREEMENT Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Advances into, Eurocurrency Rate Advances until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and (iv) if the Required Lenders shall, at least one Business Day before the date of any Advance to a Designated Borrower, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lenders to perform their obligations hereunder to make Advances or to Convert fund or maintain Advances into Term SOFR Advances hereunder to such Designated Borrower, the Administrative Agent shall be suspended forthwith give notice thereof to the other Lenders and the Borrowers may revoke any pending request for a Term SOFR AdvanceCompany, or Conversion of a Term SOFR Advance orwhereupon the Lenders shall have no obligation to make Advances to such Designated Borrower, failing that, will be deemed to have converted until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Eurocurrency Advance or the date of any conversion to or continuation of a Eurocurrency Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurocurrency Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurocurrency Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances; 364-DAY CREDIT AGREEMENT; (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurocurrency Rate for any Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency Rate Advance, notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Advances into, Eurocurrency Rate Advances until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and (iv) if the Required Lenders shall, at least one Business Day before the date of any Advance to a Designated Borrower, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lenders to perform their obligations hereunder to make Advances or to Convert fund or maintain Advances into Term SOFR Advances hereunder to such Designated Borrower, the Administrative Agent shall be suspended forthwith give notice thereof to the other Lenders and the Borrowers may revoke any pending request for a Term SOFR AdvanceCompany, or Conversion of a Term SOFR Advance orwhereupon the Lenders shall have no obligation to make Advances to such Designated Borrower, failing that, will be deemed to have converted until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) Notwithstanding any other provision of this Agreement, if the Agent or (b) above to the contrary notwithstanding, (i) if any Lender a Bank shall notify the Administrative Agent Borrower that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Lending Office a Bank to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Advances LIBOR Rate Loans or to fund or maintain Term SOFR Advances or XXXXXXX Advances LIBOR Rate Loans hereunder, (i) the Administrative Agent shall forthwith give notice thereof obligation of the Bank to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Advances, as applicablemake, or to convert Advances Convert Loans into Term SOFR Advances or XXXXXXX Advances, as applicable, LIBOR Rate Loans shall be suspended until such Lender notifies the Company and Bank shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer exist and (Bii) each the Borrower shall be deemed to have converted prepay in full all Term SOFR Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base LIBOR Rate Advances in accordance with Section 2.04 on and as Loans of the date of the Administrative Agent’s receipt of such noticeBank then outstanding, unless and to the extent such notice directs that one or more Term SOFR Advances or EURIBOR Advancestogether with interest accrued thereon, as applicable, shall be so converted either on the last day of the applicable Interest Period thereof if the Banks may lawfully continue to maintain LIBOR Rate Loans to such day, or immediately, if the Banks may not lawfully continue to maintain LIBOR Rate Loan, unless the Borrower, within five (5) Business Days of notice from the Bank, Converts all LIBOR Rate Loans of the Bank then outstanding into Prime Rate Loans in accordance with Section 2.13. (b) If, with respect to any LIBOR Rate Loan, a Bank notifies the Borrower that the LIBOR Rate for any Interest Period for such Advance will not adequately reflect the cost to the Bank, in the Bank's reasonable judgement, of making, funding or maintaining such LIBOR Rate Loan for such Interest Period, provided that (w) before giving any such notice, such Xxxxxx agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base LIBOR Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof), (y) all Advances that would otherwise be made by such Lender as Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Advances; 364-DAY CREDIT AGREEMENT (ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Prime Rate Advance Loan, and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders Bank to make make, or to Convert Advances into Term SOFR Advances into, LIBOR Rate Loans shall be suspended and until the Borrowers Bank shall notify the Borrower that the circumstances causing such suspension no longer exist. Upon receipt of such notice, the Borrower may revoke any pending request Request for a Term SOFR Advance, Advance or Interest Period/ Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted Notice then submitted by it. If the Borrower does not revoke such request into a request for an Advance of or a Conversion to a Base Rate Advance notice, the Bank shall make, convert or continue the Loan, as proposed by the Borrower, in the amount specified therein;in the applicable request or notice submitted by the Borrower, but such Loan shall be made, converted or continued as a Prime Rate Loan instead of a LIBOR Rate Loan.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Advance or the date of any conversion to or continuation of a Eurodollar Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation interpreta tion of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurodollar Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurodollar Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the CompanyBorrower, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurodollar Rate Advances, as applicable, until such Lender notifies the Company Borrower and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each the Borrower shall be deemed to have converted all Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s 's receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a the Borrower for Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s 's obligation to make, or convert Advances into, Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR AdvanceAdvances, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company Borrower of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurodollar Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurodollar Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurodollar Rate Advances; 364-DAY CREDIT AGREEMENT; (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurodollar Rate for any Committed Borrowing consisting of Eurodollar Rate Advances because of conditions existing in the London interbank market, the right of the Borrower to select Eurodollar Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company Borrower and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; and (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurodollar Rate Advance, notify the Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the obligation of Agent shall forthwith so notify the Borrower and the Lenders, whereupon the Lenders shall have no obligation to make make, or to Convert convert Committed Advances into Term SOFR into, Eurodollar Rate Advances until the Agent shall be suspended notify the Borrower and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted Lenders that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Eurodollar Advance or the date of any conversion to or continuation of a Eurodollar Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurodollar Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurodollar Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the CompanyBorrower, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurodollar Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurodollar Rate Advances, as applicable, until such Lender notifies the Company Borrower and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each the Borrower shall be deemed to have converted all Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 CREDIT AGREEMENT on and as of the date of the Administrative Agent’s 's receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a the Borrower for Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s 's obligation to make, or convert Advances into, Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurodollar Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR AdvanceAdvances, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company Borrower of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurodollar Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurodollar Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurodollar Rate Advances; 364-DAY CREDIT AGREEMENT; (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurodollar Rate for any Committed Borrowing consisting of Eurodollar Rate Advances because of conditions existing in the London interbank market, the right of the Borrower to select Eurodollar Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company Borrower and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; and (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurodollar Rate Advance, notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon the Lenders shall have no obligation to make make, or to Convert convert Committed Advances into Term SOFR into, Eurodollar Rate Advances until the Administrative Agent shall be suspended notify the Borrower and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted Lenders that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) Notwithstanding any other provision of this Agreement, if the Agent or (b) above to the contrary notwithstanding, (i) if any Lender a Bank shall notify the Administrative Agent Borrower that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Lending Office a Bank to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Advances LIBOR Rate Loans or to fund or maintain Term SOFR Advances or XXXXXXX Advances LIBOR Rate Loans hereunder, (i) the Administrative Agent shall forthwith give notice thereof obligation of the Bank to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Advances, as applicablemake, or to convert Advances Convert Loans into Term SOFR Advances or XXXXXXX Advances, as applicable, LIBOR Rate Loans shall be suspended until such Lender notifies the Company and Bank shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer exist and (Bii) each the Borrower shall be deemed to have converted prepay in full all Term SOFR Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base LIBOR Rate Advances in accordance with Section 2.04 on and as Loans of the date of the Administrative Agent’s receipt of such noticeBank then outstanding, unless and to the extent such notice directs that one or more Term SOFR Advances or EURIBOR Advancestogether with interest accrued thereon, as applicable, shall be so converted either on the last day of the applicable Interest Period thereof if the Banks may lawfully continue to maintain LIBOR Rate Loans to such day, or immediately, if the Banks may not lawfully continue to maintain LIBOR Rate Loan, unless the Borrower, within five (5) Business Days of notice from the Bank, Converts all LIBOR Rate Loans of the Bank then outstanding into Prime Rate Loans in accordance with Section 2.13. (b) If, with respect to any LIBOR Rate Loan, a Bank notifies the Borrower that the LIBOR Rate for any Interest Period for such Advance will not adequately reflect the cost to the Bank, in the Bank's reasonable judgement, of making, funding or maintaining such LIBOR Rate Loan for such Interest Period, provided that (w) before giving any such notice, such Xxxxxx agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base LIBOR Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof), (y) all Advances that would otherwise be made by such Lender as Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Advances; 364-DAY CREDIT AGREEMENT (ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Prime Rate Advance Loan, and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders Bank to make make, or to Convert Advances into Term SOFR Advances into, LIBOR Rate Loans shall be suspended and until the Borrowers Bank shall notify the Borrower that the circumstances causing such suspension no longer exist. Upon receipt of such notice, the Borrower may revoke any pending request Request for a Term SOFR Advance, Advance or Interest Period/Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted Notice then submitted by it. If the Borrower does not revoke such request into a request for an Advance of or a Conversion to a Base Rate Advance notice, the Bank shall make, convert or continue the Loan, as proposed by the Borrower, in the amount specified therein;in the applicable request or notice submitted by the Borrower, but such Loan shall be made, converted or continued as a Prime Rate Loan instead of a LIBOR Rate Loan.

Illegality Etc. Anything in subsection (a) If the adoption of any Law, or (b) above to the contrary notwithstanding, (i) if --------------- any Lender shall notify the Administrative Agent that the introduction of change therein, or any change in the interpretation or administration thereof by any Governmental Agency, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Agency, shall make it, in the interpretation sole opinion of any law the Required Banks, unlawful for the Required Banks to obtain funds in the London interbank Eurodollar market to make, maintain or regulation makes it unlawfulfund Eurodollar Rate Advances, or that any central bank or other governmental authority asserts that if, as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the London interbank Eurodollar market it is unlawfulshall become impracticable, in the sole judgment of the Required Banks, for such Lender the Required Banks to obtain funds in the London interbank Eurodollar market to make, maintain or its Applicable Lending Office fund Eurodollar Rate Advances or otherwise to perform its obligations hereunder with respect to make Term SOFR Advances or EURIBOR Advances or to fund or maintain Term SOFR Advances or XXXXXXX Advances hereunderany Eurodollar Rate Advance, the Administrative Agent Required Banks shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof), (y) all Advances that would otherwise be made by such Lender as Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall immediately notify the Administrative Agent and the Company Administrative Agent shall immediately so notify the Company, but the failure of the occurrence Administrative Agent to give such notice shall not affect the terms of this Section 2.17. Upon receipt of such notice, (i) the right of the circumstances causing Company to select for any Advance the Eurodollar Rate shall forthwith be canceled, such suspension under this Section 2.02(c)cancellation to continue unless and until the Administrative Agent shall notify the Company that it has determined that it is no longer unlawful or impracticable for the Banks to make, all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances maintain or EURIBOR Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Advances shall instead be applied to repay the Base fund Eurodollar Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Advances; 364-DAY CREDIT AGREEMENT and (ii) (A) if outstanding or requested Eurodollar Rate Advances shall be converted automatically into or made as, Base Rate Advances. The Company hereby agrees to pay to the Administrative Agent determines (which determination on behalf of any Bank upon demand of such Bank, any additional amounts necessary to compensate such Bank for any loss, cost or expense incurred by the Bank in connection with any Eurodollar Rate Advance as a result of any such illegality. A certificate setting forth such cost, loss or expense submitted by the Bank to the Administrative Agent and the Company shall constitute such demand and shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders to make or to Convert Advances into Term SOFR Advances shall be suspended and the Borrowers may revoke any pending request for a Term SOFR Advance, or Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;binding.

Illegality Etc. Anything in subsection (a) or (b) above to the contrary notwithstanding, (i) if any Lender shall shall, at least one Business Day before the date of any requested Eurocurrency Advance or the date of any conversion to or continuation of a Eurocurrency Rate Advance, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Eurocurrency Lending Office to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances or to fund or maintain Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances hereunder, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Eurocurrency Rate Advances, as applicable, or to convert Advances into Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances, as applicable, until such Lender notifies the Company and the Administrative Agent that the circumstances causing such suspension no longer exist and (B) each Borrower shall be deemed to have converted all Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base Rate Advances in accordance with Section 2.04 on and as of the date of the Administrative Agent’s 's receipt of such notice, unless and to the extent such notice directs that one or more Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be so converted on the last day of the applicable Interest Period, provided that (w) before giving any such notice, such Xxxxxx Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during a time when a Lender’s 's obligation to make, or convert Advances into, Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof)Lender, (y) all Advances that would otherwise be made by such Lender as Term SOFR Eurocurrency Rate Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Eurocurrency Rate Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Eurocurrency Rate Advances; 364-DAY CREDIT AGREEMENT; (ii) (A) if the Administrative Agent determines (which determination Reference Bank cannot furnish the Eurocurrency Rate for any Committed Borrowing consisting of Eurocurrency Rate Advances because of conditions existing in the London interbank market, the right of the Borrowers to select Eurocurrency Rate Advances shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) suspended until the Administrative Agent notifies Reference Bank shall notify the Company and the Lenders that the circumstances giving rise to causing such notice suspension no longer exist; (iii) if the Required Lenders shall, at least one Business Day before the date of any requested Eurocurrency Rate Advance, notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the obligation of Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon the Lenders shall have no obligation to make, or convert Committed Advances into, Eurocurrency Rate Advances until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist; and (iv) if the Required Lenders shall, at least one Business Day before the date of any Advance to a Designated Borrower, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lenders to perform their obligations hereunder to make Advances or to Convert fund or maintain Advances into Term SOFR Advances hereunder to such Designated Borrower, the Administrative Agent shall be suspended forthwith give notice thereof to the other Lenders and the Borrowers may revoke any pending request for a Term SOFR AdvanceCompany, or Conversion of a Term SOFR Advance orwhereupon the Lenders shall have no obligation to make Advances to such Designated Borrower, failing that, will be deemed to have converted until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such request into a request for an Advance of or a Conversion to a Base Rate Advance in the amount specified therein;suspension no longer exist.

Illegality Etc. Anything in subsection (a) Notwithstanding any other provision of this Agreement, if the Agent or (b) above to the contrary notwithstanding, (i) if any Lender a Bank shall notify the Administrative Agent Borrower that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority Governmental Authority asserts that it is unlawful, for such Lender or its Applicable Lending Office a Bank to perform its obligations hereunder to make Term SOFR Advances or EURIBOR Advances LIBOR Rate Loans or to fund or maintain Term SOFR Advances or XXXXXXX Advances LIBOR Rate Loans hereunder, (i) the Administrative Agent shall forthwith give notice thereof obligation of the Bank to the other Lenders and the Company, whereupon (A) such Lender shall have no obligation to make Term SOFR Advances or EURIBOR Advances, as applicablemake, or to convert Advances Convert Loans into Term SOFR Advances or XXXXXXX Advances, as applicable, LIBOR Rate Loans shall be suspended until such Lender notifies the Company and Bank shall notify the Administrative Agent Borrower that the circumstances causing such suspension no longer exist and (Bii) each the Borrower shall be deemed to have converted prepay in full all Term SOFR Advances or EURIBOR Advances, as applicable, of such Lender then outstanding into Base LIBOR Rate Advances in accordance with Section 2.04 on and as Loans of the date of the Administrative Agent’s receipt of such noticeBank then outstanding, unless and to the extent such notice directs that one or more Term SOFR Advances or EURIBOR Advancestogether with interest accrued thereon, as applicable, shall be so converted either on the last day of the applicable Interest Period thereof if the Banks may lawfully continue to maintain LIBOR Rate Loans to such day, or immediately, if the Banks may not lawfully continue to maintain LIBOR Rate Loan, unless the Borrower, within five (5) Business Days of notice from the Bank, Converts all LIBOR Rate Loans of the Bank then outstanding into Prime Rate Loans in accordance with SECTION 2.12. (b) If, with respect to any LIBOR Rate Loan, a Bank notifies the Borrower that the LIBOR Rate for any Interest Period for such Advance will not adequately reflect the cost to the Bank, in the Bank's reasonable judgement, of making, funding or maintaining such LIBOR Rate Loan for such Interest Period, provided that (w) before giving any such notice, such Xxxxxx agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for such suspension and conversion and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender, (x) any request by a Borrower for Term SOFR Advances or EURIBOR Advances, as applicable, during a time when a Lender’s obligation to make, or convert Advances into, Term SOFR Advances or EURIBOR Advances, as applicable, shall be suspended hereunder shall be deemed to be a request for, or for conversion into, Base LIBOR Rate Advances from such Lender (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof), (y) all Advances that would otherwise be made by such Lender as Term SOFR Advances or EURIBOR Advances, as applicable, during any such suspension shall instead be made as Base Rate Advances (in the case of a EURIBOR Advance, in an amount equal to the Dollar Equivalent thereof) and (z) in the event any Lender shall notify the Administrative Agent and the Company of the occurrence of the circumstances causing such suspension under this Section 2.02(c), all payments and prepayments of principal that would otherwise have been applied to repay the Term SOFR Advances or EURIBOR Advances that would have been made by such Lender or the converted Term SOFR Advances or XXXXXXX Advances shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the conversion of, such Term SOFR Advances or XXXXXXX Advances; 364-DAY CREDIT AGREEMENT (ii) (A) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof (x) each Term SOFR Advance Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Prime Rate Advance Loan, and (y) until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist, the obligation of the Lenders Bank to make make, or to Convert Advances into Term SOFR Advances into, LIBOR Rate Loans shall be suspended and until the Borrowers Bank shall notify the Borrower that the circumstances causing such suspension no longer exist. Upon receipt of such notice, the Borrower may revoke any pending request Request for a Term SOFR Advance, Advance or Interest Period/Conversion of a Term SOFR Advance or, failing that, will be deemed to have converted Notice then submitted by it. If the Borrower does not revoke such request into a request for an Advance of or a Conversion to a Base Rate Advance notice, the Bank shall make, Convert or continue the Loan, as proposed by the Borrower, in the amount specified therein;in the applicable request or notice submitted by the Borrower, but such Loan shall be made, Converted or continued as a Prime Rate Loan instead of a LIBOR Rate Loan.