Common use of Illegality or Impracticability of Eurocurrency Rate Loans Clause in Contracts

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower and the Administrative Agent) that (1) the making, maintaining or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrower, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by e-mail or by telephone confirmed in writing) to the Parent Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or (y) a notice from Lenders constituting Required Lenders pursuant to clause (1)(ii) of the preceding sentence, then (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist), (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan Notice, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination (or, in the case of any notice pursuant to clause (2) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans shall either be repaid or converted into Dollars as Base Rate Loans on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan Notice, such Borrower shall have the option to rescind such Committed Loan Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender), and, for the avoidance of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender to hold or benefit from a Lien over real estate assets pursuant to any applicable law, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined in good faith in its reasonable discretion (which determination shall shall, absent manifest error, be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower and the Administrative Agenthereto) that (1) the making, maintaining or continuation of its Loans (whether denominated in Dollars or an Alternative Currency) to a Foreign Obligor, or whose interest is determined by reference to the Eurocurrency Rate Loans Rate, or the charging of interest rates based on upon the Eurocurrency Rate, (i) has become unlawful unlawful, or any Government Authority has asserted that it is unlawful, as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London applicable interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including in the imposition event that any Government Authority has imposed material restrictions on the authority of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated purchase or sell, or to take deposits of, Dollars or any Alternative Currency in any Foreign Currency the applicable interbank market) (except to the applicable Borrowerextent that the Eurocurrency Rate with respect to such Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurocurrency Rate Loan in which case the determination of the Requisite Lenders shall be required as set forth in the succeeding paragraph), then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day promptly give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Parent Borrower Company and the Administrative Agent of such determination (which notice the determination. Administrative Agent shall promptly transmit to notify each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or receipt of such notice. Thereafter (y) a notice from Lenders constituting Required Lenders pursuant to clause (1)(ii) of the preceding sentence, then (1a) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender to make or continue Loans as, or to convert Loans to, Eurocurrency Rate Loans (in the affected currency or currencies or, in the case of any Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans, shall be suspended, (b) if such notice pursuant asserts the illegality or impracticability of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to clause (2) the Eurocurrency Rate component of the preceding sentenceBase Rate, Foreign Currency Loansthe interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case of clauses (a) shall be suspended and (b), until such notice shall be withdrawn by each the Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2c) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan NoticeNotice of Borrowing or a Notice of Conversion/Continuation, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3d) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Affected Lender’s) obligations ’s obligation to maintain their respective or continue its outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4e) the Affected Loans shall upon demand by the Affected Lender be prepaid by a Borrower or, if applicable and such Loans are denominated in Dollars, automatically convert into Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate) on the date of such termination and (orf) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until Administrative Agent is advised in writing by such Lender that is no longer illegal for such Lender to determine or charge interest based upon the case of Eurocurrency Rate. Upon any notice pursuant to clause (2) of the preceding sentencesuch prepayment or conversion, at the sole option of the applicable Borrower, the Affected Loans Borrower shall either be repaid or converted into Dollars as Base Rate Loans also pay accrued interest on the date of such termination)amount so prepaid or converted. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan NoticeNotice of Borrowing or a Notice of Conversion/Continuation, such Borrower shall have the option option, subject to the provisions of subsection 2.6D, to rescind such Committed Loan Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the above. Administrative Agent shall promptly transmit to notify each other Lender)Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, andnothing in this subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurocurrency Rate Loans in accordance with the terms of this Agreement. If the Requisite Lenders determine that for the avoidance of doubt, no amount shall be payable by such Borrower under Section 3.05 any reason in connection with such rescission. If it becomes illegal any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that the Eurocurrency Rate for any Lender requested Interest Period with respect to hold or benefit from a Lien over real estate assets pursuant proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to any applicable lawsuch Lenders of funding such Loan, such Lender may notify the Administrative Agent will promptly so notify Company and disclaim any benefit each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until Administrative Agent (upon the instruction of the Requisite Lenders) revokes such notice. Any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Eurocurrency Rate Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall, subject to the provisions of subsection 2.6D, have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by giving written notice of such security interest rescission to Administrative Agent on the extent date that Company received notice from Administrative Agent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lendersdetermination.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower and the Administrative Agent) that (1) the making, maintaining or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrower, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by e-mail or by telephone confirmed in writing) to the Parent Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or (y) a notice from Lenders constituting Required Requisite Lenders pursuant to clause (1)(ii) of the preceding sentence, then (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist), (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination (or, in the case of any notice pursuant to clause (2) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans shall either be repaid or converted into Dollars as Base Rate Loans on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, such Borrower shall have the option to rescind such Committed Loan Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender), and, for the avoidance of doubt, no amount shall be payable by such Borrower under Section 3.05 2.18(c) in connection with such rescission. If it becomes illegal for any Lender to hold or benefit from a Lien over real estate assets Real Estate Assets pursuant to any applicable law, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower Company and the Administrative Agent) that (1) the making, maintaining or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London applicable interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Parent Borrower Company and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or (y) a notice from Lenders constituting Required Lenders pursuant to clause (1)(ii) of the preceding sentence, then Thereafter (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each the Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower the Company in Dollars pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Affected Lender’s) obligations ’s obligation to maintain their respective its outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4) the Affected Loans in Dollars shall automatically convert into Base Rate Loans on the date of such termination and (or, in the case of any notice pursuant to clause (25) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans in Euro shall either be repaid or converted into Dollars as Base Rate Loans by the Company on the date of such termination), together with all interest accrued thereon. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower the Company pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, such Borrower the Company shall have the option option, subject to the provisions of Section 2.18(c), to rescind such Committed Loan Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, and, for nothing in this Section 2.18(b) shall affect the avoidance obligation of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender other than an Affected Lender to hold make or benefit from a Lien over real estate assets pursuant maintain Loans as, or to any applicable lawconvert Loans to, such Lender may notify Eurocurrency Rate Loans in accordance with the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lendersterms hereof.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower and the Administrative Agenthereto) that (1) the making, maintaining or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London applicable interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by e-mail mail, telefacsimile or by telephone confirmed in writing) to the Parent Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2i) of the preceding sentence or (y) a notice from Lenders constituting the Required Lenders pursuant to clause (1)(iiii) of the preceding sentence, then (1i) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2ii) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a the Borrower pursuant to a Committed Loan NoticeFunding Notice or an Interest Election Request, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3iii) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall be terminated at the earlier to occur of 41 the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4iv) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination (or, in the case of any notice pursuant to clause (2) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans shall either be repaid or converted into Dollars as Base Rate Loans on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a the Borrower pursuant to a Committed Loan NoticeFunding Notice or an Interest Election Request, such the Borrower shall have the option option, subject to the provisions of Section 2.12(c), to rescind such Committed Loan Funding Notice or Interest Election Request as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender), and, for the avoidance of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender to hold or benefit from a Lien over real estate assets pursuant to any applicable law, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined determines in good faith (which determination shall will be final and conclusive and binding upon all parties hereto but shall will be made only after consultation with the Parent Borrower Company and the Administrative Agent) that (1) the making, maintaining or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which Closing Date that materially and adversely affect the London interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender shall will be an “Affected Lender” and it shall will on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Parent Borrower Company and the Administrative Agent of such determination (which notice the Administrative Agent shall will promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or (y) a notice from Lenders constituting Required Lenders pursuant to clause (1)(ii) of the preceding sentence, then (1A) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Lender to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall will be suspended until such notice shall be is withdrawn by each such Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2B) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower the Company pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan (or, with respect to Loans denominated in an Alternative Currency or made to a non-Subsidiary Borrower that is a Foreign Currency LoanSubsidiary, as applicablesuch Loans shall bear interest at an alternative rate mutually acceptable to the Company and the Required Lenders), (3C) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender’s) ’s obligations to maintain their respective its outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall will be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4D) the Affected Loans shall will automatically convert into Base Rate Loans on the date of such termination (or, in the case of any notice pursuant to clause (2) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans shall either be repaid or converted into Dollars as Base Rate Loans on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower the Company pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, such Borrower shall the Company will have the option option, subject to the provisions of Section 2.18(d), to rescind such Committed Loan Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall will promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, and, for nothing in this Section 2.18(b) will affect the avoidance obligation of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender other than an Affected Lender to hold make or benefit from a Lien over real estate assets pursuant maintain Loans as, or to any applicable lawconvert Loans to, such Lender may notify Eurocurrency Rate Loans in accordance with the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lendersterms hereof.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined in good faith in its reasonable discretion (which determination shall shall, absent manifest error, be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower and the Administrative Agenthereto) that (1) the making, maintaining or continuation of its Loans (whether denominated in Dollars or an Alternative Currency) to Co-Borrower, or whose interest is determined by reference to the Eurocurrency Rate Loans Rate, or the charging of interest rates based on upon the Eurocurrency Rate, (i) has become unlawful unlawful, or any Government Authority has asserted that it is unlawful, as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London applicable interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including in the imposition event that any Government Authority has imposed material restrictions on the authority of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated purchase or sell, or to take deposits of, Dollars or any Alternative Currency in any Foreign Currency the applicable interbank market) (except to the applicable Borrowerextent that the Eurocurrency Rate with respect to such Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurocurrency Rate Loan in which case the determination of the Requisite Lenders shall be required as set forth in the succeeding paragraph), then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day promptly give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Parent Borrower Company and the Administrative Agent of such determination (which notice the determination. Administrative Agent shall promptly transmit to notify each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or receipt of such notice. Thereafter (y) a notice from Lenders constituting Required Lenders pursuant to clause (1)(ii) of the preceding sentence, then (1a) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender to make or continue Loans as, or to convert Loans to, Eurocurrency Rate Loans (in the affected currency or currencies or, in the case of any Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans, shall be suspended, (b) if such notice pursuant asserts the illegality or impracticability of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to clause (2) the Eurocurrency Rate component of the preceding sentenceBase Rate, Foreign Currency Loansthe interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case of clauses (a) shall be suspended and (b), until such notice shall be withdrawn by each the Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2c) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan NoticeNotice of Borrowing or a Notice of Conversion/Continuation, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3d) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Affected Lender’s) obligations ’s obligation to maintain their respective or continue its outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4e) the Affected Loans shall upon demand by the Affected Lender be prepaid by the applicable Borrower or, if applicable and such Loans are denominated in Dollars, automatically convert into Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate) on the date of such termination and (orf) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until Administrative Agent is advised in writing by such Lender that is no longer illegal for such Lender to determine or charge interest based upon the case of Eurocurrency Rate. Upon any notice pursuant to clause (2) of the preceding sentencesuch prepayment or conversion, at the sole option of the applicable Borrower, the Affected Loans Borrower shall either be repaid or converted into Dollars as Base Rate Loans also pay accrued interest on the date of such termination)amount so prepaid or converted. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan NoticeNotice of Borrowing or a Notice of Conversion/Continuation, such Borrower shall have the option option, subject to the provisions of subsection 2.6D, to rescind such Committed Loan Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the above. Administrative Agent shall promptly transmit to notify each other Lender)Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, andnothing in this subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurocurrency Rate Loans in accordance with the terms of this Agreement. If the Requisite Lenders determine that for the avoidance of doubt, no amount shall be payable by such Borrower under Section 3.05 any reason in connection with such rescission. If it becomes illegal any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that the Eurocurrency Rate for any Lender requested Interest Period with respect to hold or benefit from a Lien over real estate assets pursuant proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to any applicable lawsuch Lenders of funding such Loan, such Lender may notify the Administrative Agent will promptly so notify Company and disclaim any benefit each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until Administrative Agent (upon the instruction of the Requisite Lenders) revokes such notice. Any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Eurocurrency Rate Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall, subject to the provisions of subsection 2.6D, have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by giving written notice of such security interest rescission to Administrative Agent on the extent date that Company received notice from Administrative Agent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lendersdetermination.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower Company and the Administrative Agent) that (1) the making, maintaining or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawapplicable law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender shall be an “"Affected Lender” " and it shall on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Parent Borrower Company and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or (y) a notice from Lenders constituting Required Lenders pursuant to clause (1)(ii) of the preceding sentence, then Thereafter (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each the Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower Company pursuant to a Committed Loan Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Affected Lender’s) obligations 's obligation to maintain their respective its outstanding Eurocurrency Rate Loans or Foreign Currency Loans Letter of Credit Loans, as the case may be, (the “"Affected Loans”") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination (or, in the case of any notice pursuant to clause (2) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans shall either be repaid or converted into Dollars as Base Rate Loans on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower Company pursuant to a Committed Loan Conversion/Continuation Notice, such Borrower Company shall have the option option, subject to the provisions of Section 2.13(c), to rescind such Committed Loan Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, and, for nothing in this Section 2.13(b) shall affect the avoidance obligation of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender other than an Affected Lender to hold make or benefit from a Lien over real estate assets pursuant maintain Loans as, or to any applicable lawconvert Loans to, such Lender may notify Eurocurrency Rate Loans in accordance with the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lendersterms hereof.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall shall, absent manifest error, be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower and the Administrative Agenthereto) that (1) the making, maintaining or continuation of its Loans (whether denominated in Dollars or an Alternative Currency) whose interest is determined by reference to the Eurocurrency Rate Loans Rate, or the charging of interest rates based on upon the Eurocurrency Rate, (i) has become unlawful unlawful, or any Government Authority has asserted that it is unlawful, as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London applicable interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including in the imposition event that any Government Authority has imposed material restrictions on the authority of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated purchase or sell, or to take deposits of, Dollars or any Alternative Currency in any Foreign Currency the applicable interbank market) (except to the applicable Borrowerextent that the Eurocurrency Rate with respect to such Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurocurrency Rate Loan in which case the determination of the Requisite Lenders shall be required as set forth in the succeeding paragraph), then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day promptly give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Parent Borrower Company and the Administrative Agent of such determination (which notice the determination. Administrative Agent shall promptly transmit to notify each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or receipt of such notice. Thereafter (y) a notice from Lenders constituting Required Lenders pursuant to clause (1)(ii) of the preceding sentence, then (1a) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender to make or continue Loans as, or to convert Loans to, Eurocurrency Rate Loans (in the affected currency or currencies or, in the case of any Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans, shall be suspended, (b) if such notice pursuant asserts the illegality or impracticability of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to clause (2) the Eurocurrency Rate component of the preceding sentenceBase Rate, Foreign Currency Loansthe interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case of clauses (a) shall be suspended and (b), until such notice shall be withdrawn by each the Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2c) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan NoticeNotice of Borrowing or a Notice of Conversion/Continuation, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3d) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Affected Lender’s) obligations ’s obligation to maintain their respective or continue its outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4e) the Affected Loans shall upon demand by the Affected Lender be prepaid by a Borrower or, if applicable and such Loans are denominated in Dollars, automatically convert into Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate) on the date of such termination and (orf) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until Administrative Agent is advised in writing by such Lender that is no longer illegal for such Lender to determine or charge interest based upon the case of Eurocurrency Rate. Upon any notice pursuant to clause (2) of the preceding sentencesuch prepayment or conversion, at the sole option of the applicable Borrower, the Affected Loans Borrower shall either be repaid or converted into Dollars as Base Rate Loans also pay accrued interest on the date of such termination)amount so prepaid or converted. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan NoticeNotice of Borrowing or a Notice of Conversion/Continuation, such Borrower shall have the option option, subject to the provisions of subsection 2.6D, to rescind such Committed Loan Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the above. Administrative Agent shall promptly transmit to notify each other Lender)Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, andnothing in this subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurocurrency Rate Loans in accordance with the terms of this Agreement. If the Requisite Lenders determine that for the avoidance of doubt, no amount shall be payable by such Borrower under Section 3.05 any reason in connection with such rescission. If it becomes illegal any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that the Eurocurrency Rate for any Lender requested Interest Period with respect to hold or benefit from a Lien over real estate assets pursuant proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to any applicable lawsuch Lenders of funding such Loan, such Lender may notify the Administrative Agent will promptly so notify Company and disclaim any benefit each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until Administrative Agent (upon the instruction of the Requisite Lenders) revokes such notice. Any Notice of Borrowing or Notice of Conversion/Continuation given by a Borrower with respect to the Eurocurrency Rate Loans in respect of which such determination was made shall be deemed to be for a Base Rate Loan unless such Borrower shall, subject to the provisions of subsection 2.6D, have rescinded such Notice of Borrowing or Notice of Conversion/Continuation by giving written notice of such security interest rescission to Administrative Agent on the extent date that Company received notice from Administrative Agent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lendersdetermination.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower Company and the General Administrative Agent) that (1) the making, maintaining or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London applicable interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender shall be an “Affected Lender” "AFFECTED LENDER" and it shall on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Parent Borrower Borrowers and the Administrative Agent Agents of such determination (which notice the General Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or (y) a notice from Lenders constituting Required Lenders pursuant to clause (1)(ii) of the preceding sentence, then Thereafter (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each the Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower Company in Dollars pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Affected Lender’s) obligations 's obligation to maintain their respective its outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4) the Affected Loans in Dollars shall automatically convert into Base Rate Loans on the date of such termination and (or, in the case of any notice pursuant to clause (25) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans in Euro shall either be repaid or converted into Dollars as Base Rate Loans by the applicable Borrower on the date of such termination), together with all interest accrued thereon. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, such Borrower shall have the option option, subject to the provisions of Section 2.18(c), to rescind such Committed Loan Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Applicable Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Applicable Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, and, for nothing in this Section 2.18(b) shall affect the avoidance obligation of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender other than an Affected Lender to hold make or benefit from a Lien over real estate assets pursuant maintain Loans as, or to any applicable lawconvert Loans to, such Lender may notify Eurocurrency Rate Loans in accordance with the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lendersterms hereof.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower and the Administrative Agenthereto) that (1) the making, maintaining maintaining, converting to or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) Administrative Agent is advised by the Requisite Lenders (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its Eurocurrency Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender the Lenders in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender Lenders (or in the case of the preceding clause (i), such Lender) shall be an “Affected Lender” and it such Affected Lender shall on that day promptly give notice (by e-mail or which may be by telephone if promptly confirmed in writing) to the Parent Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2i) of the preceding sentence or (y) a notice from Lenders constituting Required Requisite Lenders pursuant to clause (1)(iiii) of the preceding sentence, then (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender’s) obligations obligation to maintain their respective its outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Law, law and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination (or, in the case of any notice pursuant to clause (2) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans shall either be repaid or converted into Dollars as Base Rate Loans on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, such Borrower shall have the option option, subject to the provisions of Section 2.15(c), to rescind such Committed Loan Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (which may be by telephone if promptly confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender), and, for the avoidance of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender to hold or benefit from a Lien over real estate assets pursuant to any applicable law, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower and the Administrative Agenthereto) that (1) the making, maintaining maintaining, converting to or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) Administrative Agent is advised by the Requisite Lenders with respect to the applicable Class of Loans (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its Eurocurrency Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender the Lenders in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender Lenders (or in the case of the preceding clause (i), such Lender) shall be an “Affected Lender” and it such Affected Lender shall on that day promptly give notice (by e-mail or which may be by telephone if promptly confirmed in writing) to the Parent Borrower Representative and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2i) of the preceding sentence or (y) a notice from Lenders constituting Required Requisite Lenders of the affected Class pursuant to clause (1)(iiii) of the preceding sentence, then (1) the obligation of the Lenders of the affected Class (or, in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender’s) obligations obligation to maintain their respective its outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Law, law and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination (ortermination; provided that, in the case of any notice pursuant to clause (2) of the preceding sentenceLoans denominated in Euro, at the sole option of the applicable Borrower, the Affected such Loans shall either be repaid or converted into Dollars as Base Rate Loans in full on the date of such termination)date. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, such Borrower shall have the option option, subject to the provisions of Section 2.15(c), to rescind such Committed Loan Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (which may be by telephone if promptly confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender), and, for the avoidance of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender to hold or benefit from a Lien over real estate assets pursuant to any applicable law, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower Company and the Administrative Agent) that (1) the making, maintaining or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London applicable interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender shall be an “"Affected Lender” " and it shall on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Parent Borrower Company and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or (y) a notice from Lenders constituting Required Lenders pursuant to clause (1)(ii) of the preceding sentence, then Thereafter (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each the Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant Company pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Affected Lender’s) obligations 's obligation to maintain their respective its outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “"Affected Loans”") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4) the Affected Loans in Dollars shall automatically convert into Base Rate Loans on the date of such termination termination, and (or, in the case of any notice pursuant to clause (25) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans in Euro shall either be repaid or converted into Dollars as Base Rate Loans by the Company on the date of such termination), together with all interest accrued thereon. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower the Company pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, such Borrower the Company shall have the option option, subject to the provisions of Section 2.15(c), to rescind such Committed Loan Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, and, for nothing in this Section 2.15(b) shall affect the avoidance obligation of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender other than an Affected Lender to hold make or benefit from a Lien over real estate assets pursuant maintain Loans as, or to any applicable lawconvert Loans to, such Lender may notify Eurocurrency Rate Loans in accordance with the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lendersterms hereof.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower and the Administrative Agent) that (1) the making, maintaining maintaining, converting to or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Administrative Agent is advised by the Required Lenders (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its Eurocurrency Rate Loans has become impracticable, as a result of contingencies occurring after NY\6127033.17 the date hereof which materially and adversely affect the London interbank market or the position of such Lender the Lenders in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender Lenders (or in the case of the preceding clause (i), such Lender) shall be an “Affected Lender” and it such Affected Lender shall on that day give notice (in writing by e-mail telefacsimile or by telephone confirmed in writing) to the Parent Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2i) of the preceding sentence or (y) a notice from Lenders constituting the Required Lenders pursuant to clause (1)(iiii) of the preceding sentence, then (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a the Borrower pursuant to a Committed Loan Notice, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination (or, in the case of any notice pursuant to clause (2) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans shall either be repaid or converted into Dollars as that are denominated in an Alternative Currency, with an Applicable Rate equal to the Base Rate plus a margin that is 1.00% less than the margin that would otherwise be applicable to Eurocurrency Rate Loans of such Class) on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a the Borrower pursuant to a Committed Loan Notice, such the Borrower shall have the option option, subject to the provisions of Section 3.04, to rescind such Committed Loan Notice as to all Lenders by promptly giving written or telephonic notice (promptly in writing by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, and, for nothing in this Section 3.02(b) shall affect the avoidance obligation of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender other than an Affected Lender to hold make or benefit from a Lien over real estate assets pursuant maintain Loans as, or to any applicable lawconvert Loans to, such Lender may notify Eurocurrency Rate Loans in accordance with the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lendersterms hereof.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower and the Administrative Agenthereto) that (1) the making, maintaining or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London applicable interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by e-mail mail, telefacsimile or by telephone confirmed in writing) to the Parent Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2i) of the preceding sentence or (y) a notice from Lenders constituting the Required Lenders pursuant to clause (1)(iiii) of the preceding sentence, then (1i) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2ii) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a the Borrower pursuant to a Committed Loan NoticeFunding Notice or an Interest Election Request, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3iii) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4iv) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination (or, in the case of any notice pursuant to clause (2) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans shall either be repaid or converted into Dollars as Base Rate Loans on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a the Borrower pursuant to a Committed Loan NoticeFunding Notice or an Interest Election Request, such the Borrower shall have the option option, subject to the provisions of Section 2.12(c), to rescind such Committed Loan Funding Notice or Interest Election Request as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender), and, for the avoidance of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender to hold or benefit from a Lien over real estate assets pursuant to any applicable law, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower and the Administrative Agent) that (1) the making, maintaining maintaining, converting to or continuation of its Eurocurrency Rate Loans (i) denominated in any currency has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) Administrative Agent is advised by the Requisite Lenders (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its Eurocurrency Rate Loans denominated in any currency has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London applicable interbank market or the position of such Lender the Lenders in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender Lenders (or in the case of the preceding clause (i), such Lender) shall be an “Affected Lender” and it such Affected Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) to the Parent Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2i) of the preceding sentence or (y) a notice from Lenders constituting Required Requisite Lenders pursuant to clause (1)(iiii) of the preceding sentence, then (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, denominated in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) such currency shall be suspended until such notice shall be withdrawn by each Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Funding Notice or a Conversion/Continuation Notice, (A) in the case of a Eurocurrency Rate Loan Noticedenominated in Dollars, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, (B) in the case of a Eurocurrency Rate Loan denominated in Canadian Dollars, the Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as applicable(or continue such Loan as or convert such Loan to, as the case may be) a CPR Loan and (C) in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency (other than Canadian Dollars), such Funding Notice or Conversion/Continuation Notice, as the case may be, shall be ineffective, (3) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurocurrency Rate Loans or Foreign Currency Loans denominated in such currency (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4) the Affected Loans shall (A) in the case of Affected Loans denominated in Dollars, automatically convert into Base Rate Loans on the date of such termination termination, (or, B) in the case of any notice pursuant to clause (2) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans shall either be repaid or converted denominated in Canadian Dollars, automatically convert into Dollars as Base Rate CPR Loans on the date of such termination and (C) in the case of Affected Loans denominated in an Alternative Currency (other than Canadian Dollars), be repaid on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, such Borrower shall have the option option, subject to the provisions of Section 2.18(c), to rescind such Committed Loan Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender), and, for the avoidance of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender to hold or benefit from a Lien over real estate assets pursuant to any applicable law, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto absent manifest error but shall be made only after consultation with the Parent Borrower and the Administrative Agent) that (1) the making, maintaining or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date hereof of this Agreement which materially and adversely affect the London relevant Eurocurrency interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender shall be an “Affected Lender” "AFFECTED LENDER" and it shall on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Parent Borrower Borrowers and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from Thereafter (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or (y) a notice from Lenders constituting Required Lenders pursuant to clause (1)(ii) of the preceding sentence, then (1a) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each the Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2b) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan NoticeNotice of Borrowing or a Notice of Conversion/Continuation, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a an Alternate Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3c) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Affected Lender’s) obligations 's obligation to maintain their respective its outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”"AFFECTED LOANS") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Lawlaw, and (4d) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination (or, in the case of any notice pursuant to clause (2) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans shall either be repaid or converted into Dollars as Alternate Base Rate Loans on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower pursuant to a Committed Loan NoticeNotice of Borrowing or a Notice of Conversion/Continuation, such Borrower shall have the option option, subject to the provisions of subsection 2.6D, to rescind such Committed Loan Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, and, for nothing in this subsection 2.6C shall affect the avoidance obligation of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender other than an Affected Lender to hold make or benefit from a Lien over real estate assets pursuant maintain Loans as, or to any applicable lawconvert Loans to, such Lender may notify Eurocurrency Rate Loans in accordance with the Administrative Agent and disclaim any benefit terms of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lendersthis Agreement.

Illegality or Impracticability of Eurocurrency Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Parent Borrower Company and the Administrative Agent) that (1) the making, maintaining or continuation of its Eurocurrency Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Lawlaw, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market or (2) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for such Lender to make Loans denominated in any Foreign Currency to the applicable Borrowermarket, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Parent Borrower Company and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (1)(i) or (2) of the preceding sentence or (y) a notice from Lenders constituting Required Lenders pursuant to clause (1)(ii) of the preceding sentence, then Thereafter (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender to make Loans as, or to convert Loans to, Eurocurrency Rate Loans (or, in the case of any notice pursuant to clause (2) of the preceding sentence, Foreign Currency Loans) shall be suspended until such notice shall be withdrawn by each the Affected Lender (which each Affected Lender agrees to do promptly upon the circumstances in clause (1) or (2) of the preceding sentence ceasing to exist)Lender, (2) to the extent such determination by the Affected Lender relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower the Company pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Lender) Affected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan or a non-Foreign Currency Loan, as applicable, (3) the Lenders’ (or in the case of any notice pursuant to clause (1)(i) or (2) of the preceding sentence, such Affected Lender’s) obligations ’s obligation to maintain their respective its outstanding Eurocurrency Rate Loans or Foreign Currency Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Law, law and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination (or, in the case of any notice pursuant to clause (2) of the preceding sentence, at the sole option of the applicable Borrower, the Affected Loans shall either be repaid or converted into Dollars as Base Rate Loans on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurocurrency Rate Loan or Foreign Currency Loan then being requested by a Borrower the Company pursuant to a Committed Loan Funding Notice or a Conversion/Continuation Notice, such Borrower the Company shall have the option option, subject to the provisions of Section 2.18(c), to rescind such Committed Loan Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, and, for nothing in this Section 2.18(b) shall affect the avoidance obligation of doubt, no amount shall be payable by such Borrower under Section 3.05 in connection with such rescission. If it becomes illegal for any Lender other than an Affected Lender to hold make or benefit from a Lien over real estate assets pursuant maintain Loans as, or to any applicable lawconvert Loans to, such Lender may notify Eurocurrency Rate Loans in accordance with the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lendersterms hereof.