Common use of Illegality Clause in Contracts

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted Published LIBO Rate, or to determine or charge interest rates based upon the Adjusted Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans or to convert ABR Loans to Eurocurrency LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existexist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such the relevant Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, or convert all Eurocurrency of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted Published LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender determines that any law Regulatory Change occurring on or after the date of this Agreement has made it unlawful, or that any Governmental Authority has asserted that it is unlawfulunlawful as a result of such Regulatory Change, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans whose interest is determined by reference to the Adjusted LIBO Rate(whether denominated in US Dollars or an Alternative Currency) or Money Market LIBOR Loans, or to determine or charge interest rates based upon the Adjusted LIBO Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, US Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in US Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans or to convert ABR Loans to Eurocurrency Loans make a Money Market LIBOR Loan for which a Money Market Quote has been delivered shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist (and such Lender shall give such notice promptly upon receiving knowledge that such circumstances no longer exist). Upon If a Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Eurocurrency Rate Loans or Money Market LIBOR Loans to maturity and shall so specify in a notice pursuant to the preceding sentence, upon receipt of such notice, (x) the applicable Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicableapplicable and such Loans are denominated in US Dollars, convert all Eurocurrency Rate Loans or Money Market LIBOR Loans, as the case may be, of such Lender to ABR Loans Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans or Money Market LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. (b) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Tranche B Lender or its Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or to purchase Drafts or to continue to fund or maintain Bankers’ Acceptances or BA Equivalent Notes hereunder, then, on notice thereof and demand therefor by such Tranche B Lender to TCCI through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances, Drafts and BA Equivalent Notes outstanding at such time shall, upon such demand, be deposited by TCCI with the Administrative Agent in accordance with Section 2.15(l) until the BA Maturity Date of each such Bankers’ Acceptance, Drafts and BA Equivalent Note, (ii) upon the BA Maturity Date of any Bankers’ Acceptance, Draft or BA Equivalent Note in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by TCCI) to apply such amount (or the applicable portion thereof) to the payment of such Bankers’ Acceptance, Draft or BA Equivalent Note or (iii) the obligation of the Tranche B Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and to purchase Drafts that have not been accepted by a Tranche B Lender shall be suspended until the Administrative Agent shall notify TCCI that such Tranche B Lender has determined that the circumstances causing such suspension no longer exist (and such Lender shall give such notice promptly upon receiving knowledge that such circumstances no longer exist).

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted Published LIBO Rate, or to determine or charge interest rates based upon the Adjusted Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans in Dollars or to convert ABR Loans to Eurocurrency LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existexist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, or convert all Eurocurrency of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted Published LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans denominated in dollars to Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. (a) If any Lender determines that any law Regulatory Change occurring on or after the date of this Agreement has made it unlawful, or that any Governmental Authority has asserted that it is unlawfulunlawful as a result of such Regulatory Change, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans whose interest is determined by reference to the Adjusted LIBO Rate(whether denominated in US Dollars or an Alternative Currency) or Money Market LIBOR Loans, or to determine or charge interest rates based upon the Adjusted LIBO Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, US Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in US Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans or to convert ABR Loans to Eurocurrency Loans make a Money Market LIBOR Loan for which a Money Market Quote has been delivered shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist (and such Lender shall give such notice promptly upon receiving knowledge that such circumstances no longer exist). Upon If a Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Eurocurrency Rate Loans or Money Market LIBOR Loans to maturity and shall so specify in a notice pursuant to the preceding sentence, upon receipt of such notice, (x) the applicable Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicableapplicable and such Loans are denominated in US Dollars, convert all Eurocurrency Rate Loans or Money Market LIBOR Loans, as the case may be, of such Lender to ABR Loans Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans or Money Market LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. (b) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Tranche B Lender or its Lending Office to perform its obligations hereunder to complete and accept Drafts, to purchase Bankers’ Acceptances or to purchase Drafts or to continue to fund or maintain Bankers’ Acceptances or BA Equivalent Notes hereunder, then, on notice thereof and demand therefor by such Tranche B Lender to TCCI through the Administrative Agent (i) an amount equal to the aggregate Face Amount of all Bankers’ Acceptances, Drafts and BA Equivalent Notes outstanding at such time shall, upon such demand, be deposited by TCCI with the Administrative Agent in accordance with Section 2.15(l) until the BA Maturity Date of each such Bankers’ Acceptance, Drafts and BA Equivalent Note, (ii) upon the BA Maturity Date of any Bankers’ Acceptance, Draft or BA Equivalent Note in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by TCCI) to apply such amount (or the applicable portion thereof) to the payment of such Bankers’ Acceptance, Draft or BA Equivalent Note or (iii) the obligation of the Tranche B Lenders to complete and accept Drafts and purchase Bankers’ Acceptances and to purchase Drafts that have not been accepted by a Tranche B Lender shall be suspended until the Administrative Agent shall notify TCCI that such Tranche B Lender has determined that the circumstances causing such suspension no longer exist (and such Lender shall give such notice promptly upon receiving knowledge that such circumstances no longer exist). (c) Notwithstanding any other provision of this Agreement, if in respect of any Loan made under this Agreement to TFA, it becomes unlawful or impossible (as a result of a change in law or regulation) in any jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan: (i) such Lender shall forthwith notify the Australian Sub-Agent and TFA; (ii) such Lender’s obligations under this Agreement in respect to such Loan are immediately suspended for the duration of such illegality or other effect; (iii) such Lender may, by notice to the Australian Sub-Agent and TFA, cancel such Lender’s available Tranche C Commitment with immediate effect; (iv) without limiting Sections 3.2(c)(ii) and 3.2(c)(iii), such Lender shall consult and negotiate in good faith with TFA for a period not exceeding 30 days with a view to determining whether amendments can be made to this Agreement to enable all or a part of such Loan to continue to be provided to TFA; and (v) if no such amendments are agreeable to TFA and such Lender and the illegality or other effect is continuing: (1) such Lender or TFA may notify the other party and the Australian Sub-Agent that such Loan is to be terminated and, to the extent it has not already been so cancelled in accordance with Section 3.2(c)(iii), such Lender’s available Tranche C Commitment will be cancelled as of the ninetieth day after the date such notice is delivered to the other party; and (2) TFA shall repay such Loan, together with all accrued but unpaid interest and other unpaid amounts owing in respect of such Loan, in full on: (A) the later of the last day of the current Interest Period for such Loan and the ninetieth day after notice has been given in accordance with Section 3.2(c)(v)(1); or (B) if earlier, the last day of any applicable grace period permitted by law.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted Published LIBO Rate, or to determine or charge interest rates based upon the Adjusted Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans in Dollars or to convert ABR Loans to Eurocurrency LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existexist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, or convert all Eurocurrency of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted Published LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender determines that the introduction of any law Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted make LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO RateRate Loans, then, on notice thereof by such the Lender to the Borrower Company through the Administrative Agent, any obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBO Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice. (b) If a Lender determines that it is unlawful to maintain any LIBO Rate Loan, (x) the Borrower Company shall, upon three Business Days’ its receipt of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency full such LIBO Rate Loans of such that Lender to ABR Loans then outstanding, together with interest accrued thereon and amounts required under Section 3.4, either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurocurrency LoansLIBO Rate Loan. If the Company is required to so prepay any LIBO Rate Loan, and (y) if then concurrently with such notice asserts prepayment, the illegality Company shall borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan. (c) If the obligation of any Lender determining to make or charging interest rates based upon maintain LIBO Rate Loans has been so terminated or suspended, all Loans which would otherwise be made by the Adjusted Lender as LIBO Rate, Rate Loans shall be instead Base Rate Loans. (d) Before giving any notice to the Administrative Agent shallunder this Section 3.2, during the period affected Lender shall designate a different Lending Office with respect to its LIBO Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of such suspensionLender, compute the Alternate Base Rate applicable be illegal or otherwise disadvantageous to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLender.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Loans or to convert ABR Loans to Eurocurrency Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Eurodollar Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law has made Change in Law makes it unlawful, or that any Governmental Authority of competent jurisdiction has asserted that it is unlawful, for any the Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateLoans, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of the Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such the Lender to the Borrower through the Administrative AgentBorrower, (i) any obligation of such the Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans at the LIBO Rate shall be suspended suspended, and (ii) if such notice asserts the illegality of the Lender making or maintaining Loans the interest rate on which is determined by reference to the LIBO Rate component of the Base Rate, the interest rate on which the Loans shall, if necessary to avoid such illegality, be determined by the Lender without reference to the LIBO Rate component of the Base Rate, in each case until such the Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) all Loans shall commence to bear interest at the Borrower Base Rate (which shall, upon three Business Days’ notice from if necessary to avoid such illegality, be determined by the Lender (with a copy without reference to the Administrative Agent)LIBO Rate component of the Base Rate) plus 1.50%, in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such the Lender may lawfully continue to maintain such Eurocurrency the Loans bearing interest at the LIBO Rate to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurocurrency Loans, Loans bearing interest at the LIBO Rate and (y) if such notice asserts the illegality of such the Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent Lender shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent Borrower is advised in writing by such the Lender that it is no longer illegal for such the Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversionconversion of Loans from bearing interest at the LIBO Rate to the Base Rate, the Borrower shall also pay to the Lender all accrued and unpaid interest on the amount so prepaid or converted.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted Published LIBO Rate, or to determine or charge interest rates based upon the Adjusted Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Top Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans or to convert ABR Loans to Eurocurrency LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Top Borrower that the circumstances giving rise to such determination no longer existexist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Top Borrower shall, upon three Business Days’ notice demand from such the relevant Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, or convert all Eurocurrency of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans (in which case the Top Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted Published LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Published LIBO Rate. Upon any such prepayment or conversion, the Top Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, (1) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans or to convert ABR Base Rate Loans to Eurocurrency LIBO Rate Loans shall be suspended suspended, and (2) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBO Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be reasonably determined by the Administrative Agent without reference to the LIBO Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (xa) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans and shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBO Rate Loans of such Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans and (yb) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateRate component of the Base Rate with respect to any Base Rate Loans, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the Adjusted LIBO Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue Eurocurrency LIBOR Loans or to convert ABR Base Rate Loans to Eurocurrency LIBOR Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Agent without reference to the LIBOR component of Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt delivery of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, Borrowers shall prepay or, if applicable, convert all Eurocurrency LIBOR Loans of such Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Agent without reference to the LIBOR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateLIBOR, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Applicable Offered Rate, or to determine or charge interest rates based upon the Adjusted LIBO Applicable Offered Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Applicable Agent, (i) any obligation of such Lender to make or continue Eurocurrency Applicable Offered Rate Loans or to convert ABR Applicable Floating Rate Loans to Eurocurrency Applicable Offered Rate Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Applicable Offered Rate Loans the interest rate on which is determined by reference to the Applicable Offered Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Applicable Agent without reference to the Applicable Offered Rate component of the Base Rate, in each case until such Lender notifies the Administrative Applicable Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Applicable Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Applicable Offered Rate Loans of such Lender to ABR Applicable Floating Rate Loans (the interest rate on which Applicable Floating Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Applicable Agent without reference to the Applicable Offered Rate component of the Applicable Floating Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Applicable Offered Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, Applicable Offered Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Applicable Offered Rate, the Administrative Applicable Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Applicable Floating Rate applicable to such Lender without reference to the Adjusted LIBO Applicable Offered Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Applicable Offered Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Applicable Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until and (ii) if such notice asserts the illegality of such Lender notifies making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent and without reference to the Borrower that Adjusted LIBO Rate component of the circumstances giving rise to such determination no longer existAlternate Base Rate. Upon receipt of such notice, (x) the Applicable Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, Loan and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon (A) the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Applicable Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Legal Requirement has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR Loans, or to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR, then, on notice thereof by such Lender to the Borrower (through the Administrative Agent, in the case of any Term Loans), any obligation of such Lender to make or continue Eurocurrency LIBOR Loans or to convert ABR Base Rate Revolving Loans to Eurocurrency LIBOR Revolving Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loansprepay, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Lender is the Revolving Loan Lender and/or such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Loans; provided that (i) in the case of Term Loans, if prior to such prepayment date the affected Lender and (y) if such notice asserts the illegality of such Lender Borrower can agree upon an alternative mutually acceptable basis for determining or charging the interest rates based upon rate from time to time applicable to the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable Term Loans owing to such Lender without reference to that will avoid such illegality (it being understood and agreed that the Adjusted LIBO Base Rate component thereof until shall be an acceptable substitute rate if the Administrative Agent is advised in writing by such Lender that Borrower so elects and it is no longer illegal shall be legal for such Lender to determine or charge maintain its Loans as Base Rate Loans), such interest rates based upon rate shall take effect from the Adjusted LIBO Rate. Each Lender agrees date of such agreement and lieu of such required prepayment; and (ii) in the case of LIBOR Revolving Loans, if conversion of such Revolving Loans into Base Rate Loans will avoid such illegality, all LIBOR Revolving Loans shall be converted to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateBase Rate Revolving Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rateany Eurocurrency Loans, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market then, on notice thereof by such Lender to the Lux Borrower through the Administrative Agent, (i) any obligation obligations of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans Borrowings to Eurocurrency Loans Borrowings shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the ABR, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the ABR, in each case until such Lender notifies the Administrative Agent and the Lux Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, Borrowers shall upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans Borrowings of such Lender to ABR Borrowings (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the ABR), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate ABR applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay (and shall be jointly and severally obligated to pay) accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBO Rate Loans whose interest is determined by reference to the Adjusted LIBO Rate, (whether denominated in Dollars or to determine or charge interest rates based upon the Adjusted LIBO RateEuros), then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans in the affected currency or to convert ABR Loans to Eurocurrency Loans currencies shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Lead Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, or (I) if applicable, and such Loans are denominated in Dollars, convert all Eurocurrency of such Lender’s LIBO Rate Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to ABR avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Base Rate) or (II) if applicable, and such Loans are denominated in Euros, to the extent the Lead Borrower and all Appropriate Lenders agree, convert such Loans to Loans bearing interest at an alternative rate mutually acceptable to the Lead Borrower and all of the Appropriate Lenders, in each case, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBO Rate Loans, ; and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or convertedconverted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender determines that or its Applicable Lending Office to honor its obligation to make or maintain its Ratable Share of the Loan, then such Lender shall promptly notify Borrower and Agent thereof and such Lender’s obligation to make its Ratable Share of the Loan shall be suspended (provided that, if requested by Borrower, such Lender’s Ratable Share of the Loan shall automatically be converted to a Reference Rate Loan if doing so would enable such Lender to lawfully honor its obligation to make or maintain its Ratable Share of the Loan) until such time as such Lender may again make its Ratable Share of the Loan and Borrower shall, if required by applicable law, upon the request of such Lender, prepay a portion of the Loan equal to the Ratable Share of such Lender together with accrued interest thereon, but without payment of the Spread Maintenance Premium or compensation to such Lender pursuant to Section 2.2.7. If Borrower has a Draw Request pending with Agent at such time as any law has made it unlawful, or that any Governmental Authority has asserted Lender notifies Borrower that it is unlawfulunable to make its Ratable Share of the Loan, for any Lender Borrower shall have the right to makerevoke such Draw Request. Notwithstanding the foregoing, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender shall, as promptly as practicable, designate a different Applicable Lending Office for the Loan if doing so would enable it to the Borrower through the Administrative Agent, any lawfully honor its obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans maintain its Ratable Share of the Loan. In addition, notwithstanding the foregoing, Borrower shall be suspended until permitted to replace any Lender which cannot make its Ratable Share of the Loan pursuant to Section 2.2.4 or this Section 2.2.6, provided that (a) such Lender notifies replacement does not conflict with any Legal Requirements, (b) no Event of Default shall have occurred and be continuing at the Administrative Agent time of such replacement, (c) the replacement financial institution shall purchase, at par, such Lender’s Ratable Share and the Borrower that the circumstances giving rise other amounts owing to such determination no longer exist. Upon receipt replaced Lender on or prior to the date of such noticereplacement, (xd) the Borrower shall, upon three Business Days’ notice from such Lender shall pay all increased costs (with a copy if any) required pursuant to Section 2.2.4 in respect of any period prior to the Administrative Agentdate on which such replacement shall be consummated and for which Borrower received timely notice hereof in accordance with said provisions, (e) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to Agent (unless Agent is the Lender being replaced), (f) the replaced Lender shall be obligated to make such replacement in accordance with the case provisions of Eurocurrency LoansSection 10.25, prepay or(g) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, if applicable, convert all Eurocurrency Loans of such Agent or any other Lender shall have against the replaced Lender; and (h) unless a Lender then party to ABR Loans either on this Agreement or the last day replacement Lender is willing to assume the rights and obligations of the Interest Period thereforAgent hereunder, if such in no event shall Borrower be permitted to replace a Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts which is the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedAgent.

Illegality. If (a) Notwithstanding any Lender determines that other provision herein, if the adoption of or any law has made change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender to makemake or maintain Eurocurrency Loans as contemplated by this Agreement, maintain or fund Loans whose interest is determined by reference to (a) the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation commitment of such Lender hereunder to make or Eurocurrency Loans, continue Eurocurrency Loans or to as such and convert ABR Loans to Eurocurrency Loans shall forthwith be suspended until such Lender notifies the Administrative Agent cancelled and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt (b) each of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with Lender’s Loans then outstanding as a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay orLoan, if applicableany, convert all Eurocurrency Loans of such Lender shall (i) if denominated in Dollars, be converted automatically to an ABR Loans either Loan on the last day of the then current Interest Period thereforwith respect to such Loan or within such earlier period as required by law and (ii) if denominated in an Optional Currency, be repaid by the relevant Borrower on the last day of the then current Interest Periods with respect to such Loan or within such earlier period as required by law. If any such conversion or repayment of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the relevant Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.21. (b) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Revolving Credit Lender to issue, make, maintain, fund or charge interest with respect to any extension of credit to any Foreign Subsidiary Borrower or to give effect to its obligations as contemplated by this Agreement with respect to any extension of credit to any Foreign Subsidiary Borrower, then, upon written notice by such Revolving Credit Lender may lawfully continue (each such Revolving Credit Lender providing such notice, an “Impacted Lender”) to maintain such Eurocurrency Loans the Parent Borrower and the Administrative Agent: (i) the obligations of the Revolving Credit Lenders hereunder to make extensions of credit to such day, or immediately, if such Foreign Subsidiary Borrower shall forthwith be (x) suspended until each Impacted Lender may not lawfully continue to maintain such Eurocurrency Loans, notifies the Parent Borrower and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal unlawful for such Revolving Credit Lender to determine issue, make, maintain, fund or charge interest rates based upon with respect to any extension of credit to such Foreign Subsidiary Borrower or (y) to the Adjusted LIBO Rate. Each extent required by law, cancelled; (ii) if it shall be unlawful for any Impacted Lender agrees to notify maintain or charge interest with respect to any outstanding Revolving Credit Loan to such Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower shall repay (or at its option and to the extent permitted by law, assign to the Parent Borrower) (x) all Revolving Credit Loans outstanding as ABR Loans made to such Foreign Subsidiary Borrower within three Business Days or such earlier period as required by law and (y) all Revolving Credit Loans outstanding as Eurocurrency Loans made to such Foreign Subsidiary Borrower on the last day of the then current Interest Periods with respect to such Eurocurrency Loans or within such earlier period as required by law; and (iii) if it shall be unlawful for any Impacted Lender to maintain, charge interest or hold any participation with respect to any Letter of Credit issued on behalf of such Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower shall deposit in a cash collateral account opened by the Administrative Agent and an amount equal to the Borrower in writing promptly upon becoming aware that it is no longer illegal for L/C Obligations with respect to such Lender to determine Letters of Credit within three Business Days or charge interest rates based upon the Adjusted LIBO Rate. Upon any within such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedearlier period as required by law.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted Published LIBO Rate, or to determine or charge interest rates based upon the Adjusted Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans or to convert ABR Loans to Eurocurrency LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existexist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such the relevant Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, or convert all Eurocurrency of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted Published LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If after the date hereof any Lender determines shall determine that the introduction of any law Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to makemake LIBOR Loans or BA Rate Loans, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rateas applicable, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any the obligation of such that Lender to make or continue Eurocurrency LIBOR Loans or to convert ABR Loans to Eurocurrency Loans BA Rate Loans, as applicable, shall be suspended until such Lender notifies the Administrative shall have notified Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticeexists. (b) Subject to clause (d) below, (x) if any Lender shall determine that it is unlawful to maintain any LIBOR Loan or any BA Rate Loan, as applicable, the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), Borrowers shall prepay in the case of Eurocurrency full all LIBOR Loans or BA Rate Loans, prepay or, if as applicable, convert all Eurocurrency Loans of such Lender to ABR Loans then outstanding, together with interest accrued thereon, either on the last day of the Interest Period therefor, thereof if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans or such BA Rate Loans, as applicable, to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Loans or BA Rate Loans, and as applicable, together with any amounts required to be paid in connection therewith pursuant to Section 1.17. (yc) if such notice asserts If the illegality obligation of such any Lender determining to make or charging interest rates based upon the Adjusted LIBO Ratemaintain LIBOR Loans or BA Rate Loans, as applicable, has been terminated, the Administrative Agent shallBorrowers may elect, during the period of such suspension, compute the Alternate Base Rate applicable by giving notice to such Lender without reference through Agent that all Loans which would otherwise be made by any such Lender as LIBOR Loans or BA Rate Loans, as applicable, shall be instead US Base Rate Loans or Canadian Prime Rate Loans, as the case may be. (d) Before giving any notice to Agent pursuant to this Section 1.15, the affected Lender shall designate a different Lending Office with respect to its LIBOR Loans or BA Rate Loans, as applicable, if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of the Lender, be illegal or otherwise disadvantageous to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLender.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Loans or to convert ABR Loans to Eurocurrency Eurodollar Loans shall be suspended suspended, and if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on such ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Eurodollar Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR Loans, or to determine or charge interest rates based upon the Adjusted LIBO LIBOR Base Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative AgentAgent (a “LIBOR Suspension Notice”), any obligation of such Lender to make or continue Eurocurrency LIBOR Loans or to convert ABR Reference Rate Loans to Eurocurrency LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticeLIBOR Suspension Notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loansrepay, prepay or, if applicable, convert all Eurocurrency LIBOR Loans of such Lender to ABR Loans Reference Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Delivery of a LIBOR Suspension Notice shall not affect the obligation of any other Lender to make, maintain and fund LIBOR Loans under the terms of this Agreement, unless such other Lender also delivers a LIBOR Suspension Notice under this Section 3.2.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Term SOFR Rate or the Adjusted Daily Simple SOFR Rate, or to determine or charge interest rates based upon the Adjusted LIBO Term SOFR Rate or Adjusted Daily Simple SOFR Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Term SOFR Rate Loans or Daily Simple SOFR Rate Loans or to convert ABR Base Rate Loans to Eurocurrency Term SOFR Rate Loans or Daily Simple SOFR Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Daily Simple SOFR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Daily Simple SOFR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Term SOFR Rate Loans or Daily Simple SOFR Rate Loans of such Lender to ABR Base Rate Loans either (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Daily Simple SOFR Rate component of the Base Rate), either, in the case of Daily Simple SOFR Rate Loans, immediately, or, in the case of Term SOFR Rate Loans, on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Term SOFR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Term SOFR Rate Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateTerm SOFR Rate or the Adjusted Daily Simple SOFR Rate for any period, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Daily Simple SOFR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Daily Simple SOFR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Term Benchmark Rate, or to determine or charge interest rates based upon the Adjusted LIBO Term Benchmark Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, (1) any obligation of such Lender to make or continue Eurocurrency Term Benchmark Rate Loans or to convert ABR Base Rate Loans to Eurocurrency Term Benchmark Rate Loans shall be suspended and (2) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term Benchmark Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be reasonably determined by the Administrative Agent without reference to the Term Benchmark Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (xa) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Term Benchmark Rate Loans and shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Term Benchmark Rate Loans of such Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term Benchmark Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Term Benchmark Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, Term Benchmark Rate Loans and (yb) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateTerm Benchmark Rate component of the Base Rate with respect to any Base Rate Loans, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Term Benchmark Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Term Benchmark Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the Adjusted LIBO Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue Eurocurrency LIBOR Loans or to convert ABR Base Rate Loans to Eurocurrency LIBOR Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Agent without reference to the LIBOR component of Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt delivery of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Borrower Agent), in the case of Eurocurrency Loans(x) Borrowers shall, at Borrower’s election, prepay or, if applicable, or convert all Eurocurrency LIBOR Loans of such Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Agent without reference to the LIBOR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateLIBOR, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateTerm Benchmark, or to determine or charge interest rates based upon the Adjusted LIBO RateTerm Benchmark, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, (1) any obligation of such Lender to make or continue Eurocurrency Term Benchmark Loans or to convert ABR Base Rate Loans to Eurocurrency Term Benchmark Loans shall be suspended suspended, and (2) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Adjusted Term SOFR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be reasonably determined by the Administrative Agent without reference to the Adjusted Term SOFR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (xa) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Term Benchmark Loans and shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Term Benchmark Loans of such Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Term Benchmark Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, Term Benchmark Loans and (yb) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateTerm SOFR Rate component of the Base Rate with respect to any Base Rate Loans, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Term SOFR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Term SOFR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. (a) If any Lender determines that the introduction of any law Law, or any change in any Law, or in the interpretation or administration of any Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its Applicable Lending Office to make, make or maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratea LIBOR Loan, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, any obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans such Loan as a LIBOR Loan shall be suspended until such the Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. (b) If, pursuant to Section 3.10(a), any Lender determines that it is unlawful for such Lender or its Applicable Lending Office to maintain a LIBOR Loan, then, on notice thereof by the Lender to the Borrower through the Administrative Agent, any obligation of that Lender to maintain Loans as LIBOR Loans shall be suspended until such Lender notifies the Borrower through the Administrative Agent that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the The Borrower shall, upon three Business Days’ its receipt of such notice and demand to do so from such Lender (with a copy to Lender, Convert the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Loans of such Lender to ABR Loans then outstanding into Base Rate Loans, either on the last day of the Interest Period thereforin respect of such LIBOR Loans, if such the Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to until such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurocurrency LoansLIBOR Loans until such day. (c) If the obligation of any Lender to make or maintain LIBOR Loans has been suspended in accordance with this Section 3.10, and (y) if such then the Borrower may elect, by giving notice asserts the illegality of to such Lender determining through the Administrative Agent, that all Loans which would otherwise be made by such Lender as LIBOR Loans shall instead be made or charging interest rates based upon maintained as Base Rate Loans. (d) Before giving notice to the Adjusted LIBO Rate, Borrower through the Administrative Agent shallunder this Section 3.10, during the period affected Lender shall designate a different Applicable Lending Office with respect to its LIBOR Loans if such designation (i) will avoid the need for giving such notice or making any demand for Conversion and (ii) will not, in the judgment of such suspensionLender, compute the Alternate Base Rate applicable be illegal or otherwise disadvantageous to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLender.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain maintain, or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans or to convert ABR Loans to Eurocurrency LIBO Rate Loans shall be suspended suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBO Rate component of the ABR, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the ABR, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (xi) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Revolving LIBO Rate Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the ABR), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans and (yii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate ABR applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.17.

Illegality. If any Lender determines that any law has made it unlawfulRequirement of Law, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain or fund Loans whose or charge interest is determined by reference with respect to the Adjusted LIBO Rate, any Loan or Letter of Credit or to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make issue, make, maintain, fund or charge interest with respect to any such Loan or Letter of Credit or continue Eurocurrency LIBOR Rate Loans or to convert ABR Base Rate Loans to Eurocurrency LIBOR Rate Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Agent without reference to the LIBOR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Rate Loans of such Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Agent without reference to the LIBOR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateLIBOR, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 10.4.

Illegality. (a) If any Lender determines that the introduction of any law has Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has, since the Effective Date, made it unlawful, or that that, since the Effective Date, any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake LIBOR Loans, then, on notice thereof by such the Lender to the Borrower Company through the Administrative Agent, any obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Loans shall be suspended until such the Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of ; such noticenotice to be promptly given upon the determination that such circumstances no longer exist. (b) If a Lender determines that it is unlawful to maintain any LIBOR Loan, (x) the Borrower Company shall, upon three Business Days’ its receipt of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency such LIBOR Loans of such that Lender then outstanding, together with interest accrued thereon and amounts required under Section 3.04 into a Base Rate Loan without regard to ABR Loans conditions precedent described in Subsection 5.02(b), either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurocurrency LoansLIBOR Loan. If the Company is required to so prepay any LIBOR Loan, and (y) if then concurrently with such notice asserts prepayment, the illegality Company shall borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan. (c) If the obligation of any Lender determining to make or charging interest rates based upon maintain LIBOR Loans has been so terminated or suspended, all Loans which would otherwise be made by the Adjusted LIBO Rate, Lender as LIBOR Loans shall be instead Base Rate Loans. (d) Before giving any notice to the Administrative Agent shallunder this Section, during the period affected Lender shall designate a different Lending Office with respect to its LIBOR Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of such suspensionthe Lender, compute the Alternate Base Rate applicable to such Lender without reference be illegal or otherwise disadvantageous to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLender.

Illegality. If any Lender determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO LIBOR Rate, or to determine or charge interest rates based upon any LIBOR Rate, or any Governmental Authority has imposed material restrictions on the Adjusted LIBO Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower Parties through the Administrative Agent, : (a) any obligation of such Lender to make or continue Eurocurrency LIBOR Rate Loans or to convert ABR Base Rate Loans to Eurocurrency LIBOR Rate Loans shall be suspended suspended; and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans for which the interest rate is determined by reference to the LIBOR Rate component of the Base Rate, the interest rate for Base Rate Loans made by such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the LIBOR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Parties that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, : (xi) the applicable Borrower Party shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Rate Loans of such Lender to ABR Base Rate Loans (which interest rate shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the LIBOR Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediatelyor, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Rate Loans immediately; and (yii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO LIBOR Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO LIBOR Rate. Upon any such prepayment or conversion, the each such Borrower Party shall also pay accrued interest on the amount so prepaid or converted.

Illegality. (a) If any Lender determines determines, based upon advice from legal counsel, that the introduction of any law Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake LIBOR Loans, then, on notice thereof by such that Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Loans shall be suspended until such that Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice. (b) If a Lender determines that it is unlawful to maintain any LIBOR Loan, (x) the Borrower Borrowers shall, upon three Business Days’ receipt of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency full such LIBOR Loans of such that Lender to ABR Loans then outstanding, together with interest accrued thereon and amounts required under Section 4.4, either on the last day of the Interest Period thereforthereof, if such that Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such that Lender may not lawfully continue to maintain such Eurocurrency LIBOR Loans, and (y) if such notice asserts . In the illegality of event such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender shall have determined that it is no longer illegal unlawful for it to maintain a LIBOR Loan, it shall promptly give notice to the Borrowers and Agent. If the Borrowers are required to so prepay any LIBOR Loans, then concurrently with such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversionprepayment, the Borrower Borrowers shall also pay accrued interest on borrow from the affected Lender, in the amount so of such repayment, a Base Rate Loan. Notwithstanding anything to the contrary in this Agreement, the Borrowers shall not be liable for any losses, or be required to reimburse an Lender as set forth in Section 4.4 to the extent a LIBOR Loan has been prepaid or convertedin accordance with this Section 4.2.

Illegality. If If, after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central Lender or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender determines that (or its Libor Lending Office) with any law has made request or directive (whether or not having the force of law) of any such authority, central Lender or comparable agency shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender (or its Libor Lending Office) to make, maintain or fund its Libor Loans whose interest is determined by reference and such Lender shall so notify the Agent, the Agent shall forthwith give notice thereof to the Adjusted LIBO Rateother Lenders and the Borrower, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended whereupon until such Lender notifies the Administrative Agent Borrower and the Borrower Agent that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans obligation of such Lender to ABR make Libor Loans, or to convert outstanding Loans into Libor Loans, shall be suspended. Before giving any notice to the Agent pursuant to this Section, such Lender shall designate a different Libor Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Libor Loans to maturity and shall so specify in such notice, each Libor Loan of such Lender then outstanding shall be converted to a Prime Rate Loan (and the Borrower shall contemporaneously pay accrued interest on such Libor Loan to the date of conversion) either (a) on the last day of the then current Interest Period therefor, applicable to such Libor Loan if such Lender may lawfully continue to maintain and fund such Eurocurrency Loans Loan to such day, day or immediately, (b) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable Loan to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedday.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Effective Date that it is unlawful, for any Lender or its Applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the any Adjusted LIBO RateTerm SOFR Rate Advances, or to determine or charge interest rates based upon the Adjusted LIBO Term SOFR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation obligations of such Lender to make or continue Eurocurrency Loans Adjusted Term SOFR Rate Advances or to convert ABR Loans Base Rate Advances to Eurocurrency Loans Adjusted Term SOFR Rate Advances shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Adjusted Term SOFR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Agent without reference to the Adjusted Term SOFR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, shall upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Adjusted Term SOFR Rate Advances of such Lender to Base Rate Borrowings (the interest rate on such Base Rate Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Agent without reference to the Adjusted Term SOFR Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans Adjusted Term SOFR Rate Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Term SOFR Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Term SOFR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Term SOFR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If Notwithstanding any Lender determines that other provisions herein, if any law has made present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender to makemake or maintain LIBOR Rate Loans or IBOR Rate Loans, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender shall forthwith give notice of such circumstances to the Borrower through both Borrowing Administrators and the Administrative Agent, any obligation Agent and thereupon (a) the commitment of such Lender to make or continue Eurocurrency LIBOR Rate Loans or to IBOR Rate Loans or convert ABR Base Rate Loans to Eurocurrency LIBOR Rate Loans or IBOR Rate Loans shall forthwith be suspended until such time as such Lender may again make and maintain LIBOR Rate Loans and IBOR Rate Loans in such currency (in which case this Section 5.5 shall no longer apply) and (b) unless and until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender Borrowing Administrators (with a copy to the Administrative Agent)) that such circumstances no longer exist, in the case of Eurocurrency such Lender’s Revolving Credit Loans then outstanding as LIBOR Rate Loans or IBOR Rate Loans, prepay orif any, if applicable, convert all Eurocurrency shall be converted automatically to Base Rate Loans of such Lender to ABR Loans either on the last day of the each Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans applicable to such day, LIBOR Rate Loans or immediately, if IBOR Rate Loans or within such Lender earlier period as may not lawfully continue be required by law. The Borrowers hereby agree to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, pay the Administrative Agent shall, during for the period account of such suspensionLender, compute within ten Business Days after the Alternate Base Borrowing Administrators receive a written demand from such Lender therefor, any additional costs incurred by such Lender in making any conversion in accordance with this Section 5.5, to the extent such costs are payable under Section 5.6 or 5.9, and subject to the provisions of Section 5.8. In the event it becomes unlawful to make or maintain LIBOR Rate applicable Loans or IBOR Rate Loans as described in this Section 5.5, Lender shall make reasonable efforts to establish and designate an alternate Applicable Lending Office if doing so would allow Lender to avoid such unlawfulness, provided, however, that nothing in this Section 5.5 shall require any Lender to establish an alternate Applicable Lending Office if doing so would be unlawful or would otherwise be disadvantageous to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLender’s reasonable discretion.

Illegality. (a) If any Lender determines that the introduction of any law Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake Fixed Rate Loans, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Fixed Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice. (b) If a Lender determines that it is unlawful to maintain any Fixed Rate Loan, (x) the applicable Borrower shall, upon three Business Days’ its receipt of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans full such Fixed Rate Loan of such Lender to ABR Loans then outstanding, together with interest accrued thereon and amounts required under Section 4.4, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Loans Fixed Rate Loan to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LoansFixed Rate Loan. If such Borrower is required to so prepay any Fixed Rate Loan, and (y) if then concurrently with such notice asserts prepayment, such Borrower shall borrow from the illegality affected Lender, in the amount of such repayment, a U.S. Base Rate Loan or Canadian Prime Rate Loan, as applicable. (c) If the obligation of any Lender determining to make or charging interest rates based upon the Adjusted LIBO Ratemaintain Fixed Rate Loans has been so terminated or suspended, all Loans which would otherwise be made by such Lender as Fixed Rate Loans shall be instead U.S. Base Rate Loans or Canadian Prime Rate Loans. (d) Before giving any notice to the Administrative Agent shallunder this Section, during the period affected Lender shall designate a different Lending Office with respect to its Fixed Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of such suspensionLender, compute the Alternate Base Rate applicable be illegal or otherwise disadvantageous to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLender.

Illegality. If Subject to Section 2.09(b), if any Lender determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain maintain, or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market (any such occurrence, an “Illegality Event”), then, on upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans or to convert ABR Loans to Eurocurrency LIBO Rate Loans shall be suspended suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination Illegality Event no longer existexists. Upon receipt of such notice, (xi) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBO Rate Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans and (yii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.15.

Illegality. (a) If any Lender determines that the introduction after the date hereof (or, if later, the date such Lender became a Lender hereunder) of any law Requirement of Law, or any change after the date hereof (or, if later, the date such Lender became a Lender hereunder) in any Requirement of Law or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest rate is determined by reference to the Adjusted LIBO LIBOR Rate, or to determine or charge interest rates based upon the Adjusted LIBO LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the interbank market, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, (i) any obligation of such that Lender to make or continue Eurocurrency LIBOR Rate Loans or to convert ABR Base Rate Loans to Eurocurrency LIBOR Rate Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Agent without reference to the LIBOR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of , at which time such noticeLender shall promptly notify the Agent and the Borrower, and such Lender’s obligation to make LIBOR Rate Loans shall be reinstated. (xb) If a Lender determines that it is unlawful to maintain any LIBOR Rate Loan, the Borrower shall, upon three Business Days’ the receipt by the Borrower of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), (x) prepay in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency full such LIBOR Rate Loans of such that Lender to ABR Loans then outstanding, together with interest accrued thereon and amounts required under Section 4.04, either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Rate Loan and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO LIBOR Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO LIBOR Rate. Each , at which time such Lender agrees to shall promptly notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender Borrower, and the Agent shall return to determine or charge computing interest rates based upon the Adjusted LIBO RateLIBOR Rate for such Lender. Upon If the Borrower is required to so prepay any LIBOR Rate Loan, then concurrently with such prepayment or conversionprepayment, the Borrower shall also pay accrued interest on borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Agent without reference to the LIBOR Rate component of the Base Rate). (c) If the obligation of any Lender to make or maintain LIBOR Rate Loans has been so prepaid terminated or convertedsuspended, the Borrower may elect, by giving notice to the Lender through the Agent that all Loans which would otherwise be made or maintained by the Lender as LIBOR Rate Loans shall be instead made or maintained as Base Rate Loans. (d) Before giving any notice to the Agent under this Section, the affected Lender shall designate a different Lending Office with respect to its LIBOR Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the good faith judgment of such Lender, be illegal or otherwise disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to make or continue Eurocurrency Eurodollar Loans or to convert ABR Loans to Eurocurrency Eurodollar Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBO Rate component of the Alternate Base Rate, the interest rate on such ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate, in each case, until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existexist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (xi) the Borrower shall, upon three Business Days’ notice demand from such the relevant Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, or convert all Eurocurrency of such Lender’s Eurodollar Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, Eurodollar Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.15 in connection with such payment) and (yii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Rate (which notice such Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rategive promptly). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateRate Loans, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans or to convert ABR Convert Base Rate Loans to Eurocurrency LIBO Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert Convert all Eurocurrency LIBO Rate Loans of such Lender to ABR Loans Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateLoans. Upon any such prepayment or conversionConversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or convertedConverted. If the commitment of any Lender with respect to LIBO Rate Loans is suspended pursuant to this Section and such Lender shall have obtained actual knowledge that it is once again legal for it to make or maintain LIBO Rate Loans, such Lender shall promptly notify the Administrative Agent and the Lead Borrower thereof and, upon receipt of such notice by the Lead Borrower, such Lender’s commitment to make or maintain LIBO Rate Loans shall be reinstated.

Illegality. If after the Closing Date any Lender determines shall reasonably determine that the introduction of any law Requirement of Law, or any change in any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake LIBOR Rate Loans, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any the obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Rate Loans shall be suspended until such Lender notifies shall have notified the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer existexists. Upon receipt of such notice, the Borrowers may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. (xa) Subject to clause (c) below, if any Lender shall determine that it is unlawful to maintain any LIBOR Rate Loan, the Borrower shallBorrowers shall prepay in full, upon three Business Days’ notice from such Lender (together with a copy all interest thereon, or convert to the Administrative Agent), in the case of Eurocurrency Base Rate Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Rate Loans of such Lender to ABR Loans then outstanding, together with interest accrued thereon, either on the last day of the Interest Period therefor, thereof if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Rate Loans, and . (yb) if such notice asserts If the illegality obligation of such any Lender determining to make or charging interest rates based upon the Adjusted LIBO Ratemaintain LIBOR Rate Loans has been terminated, the Administrative Agent shallBorrowers may elect, during the period of such suspension, compute the Alternate Base Rate applicable by giving notice to such Lender without reference through the Agent that all Loans which would otherwise be made by any such Lender as LIBOR Rate Loans shall be instead Base Rate Loans. (c) Before giving any notice to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender pursuant to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversionthis Section 10.2, the Borrower affected Lender shall also pay accrued interest on designate a different Lending Office with respect to its LIBOR Rate Loans if such designation will avoid the amount so prepaid need for giving such notice or convertedmaking such demand and will not, in the judgment of the Lender, be illegal or otherwise disadvantageous to the Lender.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose its Benchmark Capital at an interest rate that is determined by reference to SOFR, Daily Simple SOFR, the Adjusted LIBO RateTerm SOFR Reference Rate or Term SOFR, or to determine or charge interest rates based upon SOFR, Daily Simple SOFR, the Adjusted LIBO RateTerm SOFR Reference Rate or Term SOFR, then, on upon notice thereof by such Lender to the Borrower (through the Administrative Deal Agent) (an “Illegality Notice”), (a) any obligation of such Lender the Lenders to make or maintain Benchmark Capital whose interest rate is determined by reference to any of the aforesaid rates, and any right of the Borrower to continue Eurocurrency Loans Benchmark Capital at an interest rate determined by reference to any of the aforesaid rates or to convert ABR Loans any Base Rate Capital to Eurocurrency Loans Benchmark Capital at an interest rate determined by reference to any of the aforesaid rates, shall be suspended suspended, and (b) the interest rate on which Base Rate Capital shall, if necessary to avoid such illegality, be determined by the Deal Agent without reference to clause (c) of the definition of “Base Rate,” in each case until such each affected Lender notifies the Administrative Deal Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticean Illegality Notice, (x) the Borrower shall, if necessary to avoid such illegality, upon three Business Days’ notice demand from such any Lender (with a copy to the Administrative Deal Agent), in at the case option of Eurocurrency Loansthe Borrower, prepay or, if applicable, convert all Eurocurrency Loans Benchmark Capital to Base Rate Capital (the interest rate on which Base Rate Capital shall, if necessary to avoid such illegality, be determined by the Deal Agent without reference to clause (c) of such Lender to ABR Loans either the definition of “Base Rate”), on the last day of the Interest Accrual Period therefor, if such Lender all affected Lenders may lawfully continue to maintain such Eurocurrency Loans Benchmark Capital to such day, or immediately, if such any Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable Benchmark Capital to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rateday. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.13.

Illegality. If any Lender reasonably determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund Loans whose or charge interest is determined by reference with respect to the Adjusted LIBO Rateany Credit Extension , or to determine or charge interest rates based upon the Adjusted LIBO LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative AgentAgents, (i) any obligation of such Lender to make issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurocurrency LIBOR Rate Loans or to convert ABR Base Rate Loans to Eurocurrency LIBOR Rate Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the applicable Agent without reference to the LIBOR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent Agents and the Borrower that the circumstances giving rise to such determination no longer exist. Upon With respect to LIBOR Rate Loans, upon receipt of such notice, (xw) the Borrower shall, upon three Business Days’ notice demand (after presentation of a reasonably detailed invoice) from such Lender (with a copy to the Administrative AgentAgents), in at the case of Eurocurrency LoansBorrower’s option, prepay or, if applicable, convert all Eurocurrency LIBOR Rate Loans, of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Agents without reference to the LIBOR Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Rate Loans and (yx) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO LIBOR Rate, the Administrative Agent shall, Agents shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO LIBOR Rate component thereof until the Administrative Agents are advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBOR Rate. With respect to Bankers’ Acceptances and BA Equivalent Notes, upon receipt of such notice, (y) the Borrower shall, upon demand (after presentation of a reasonably detailed invoice) from such Lender (with a copy to the Global Agent), convert all Bankers’ Acceptances or BA Equivalent Notes, of such Lender to Canadian Prime Rate Loans (the interest rate on which Canadian Prime Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Global Agent without reference to the CDOR component of the Canadian Prime Rate), either on the applicable Contract Maturity Date therefor, if such Lender may lawfully continue to maintain such Bankers’ Acceptances or BA Equivalent Notes to such day, or immediately, if such Lender may not lawfully continue to maintain such Bankers’ Acceptances or BA Equivalent Notes and (z) if such notice asserts the illegality of such Lender determining or charging interest rates based upon CDOR, the Global Agent shall during the period of such suspension compute the Canadian Prime Rate applicable to such Lender without reference to the CDOR component thereof until the Global Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateCDOR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Revolving Loans whose interest is determined by reference to the Adjusted Published LIBO Rate or the BA Rate, or to determine or charge interest rates based upon the Adjusted Published LIBO Rate or the BA Rate, or any Governmental Authority has imposed material restrictions on the Canadian market for bankers’ acceptances or on the authority of such Lender to purchase or sell, or to take deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Revolving Loans in Dollars or any Alternate Currency or to convert ABR Revolving Loans or Canadian Base Rate Revolving Loans to Eurocurrency LIBO Rate Revolving Loans shall be suspended suspended, (ii) any obligation of such Lender to make or continue BA Rate Revolving Loans in Canadian Dollars or to convert Canadian Prime Rate Revolving Loans to BA Rate Revolving Loans shall be suspended, (iii) if such notice asserts the illegality of such Lender making or maintaining ABR Revolving Loans or Canadian Base Rate Revolving Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate or the Canadian Base Rate, the interest rate on which ABR Revolving Loans or Canadian Base Rate Revolving Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate or the Canadian Base Rate, in each case until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer existexist (which notice such Lender agrees to give promptly) and (iv) if such notice asserts the illegality of such Lender making or maintaining Canadian Prime Rate Revolving Loans the interest rate on which is determined by reference to the BA Rate component of the Canadian Prime Rate, the interest rate on such Lender’s Canadian Prime Rate Revolving Loans, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the BA Rate component of the Canadian Prime Rate, in each case until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Lead Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), (1) if applicable and such Revolving Loans are denominated in the case Dollars, prepay or convert all of Eurocurrency such Lender’s LIBO Rate Revolving Loans to ABR Revolving Loans or Canadian Base Rate Revolving Loans, prepay or, if applicable, convert all Eurocurrency as applicable (the interest rate on which ABR Revolving Loans or Canadian Base Rate Revolving Loans of such Lender shall, if necessary to ABR avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate or Canadian Base Rate, as applicable), (2) if applicable and the relevant Revolving Loans are denominated in Canadian Dollars, convert all of such Lender’s BA Rate Revolving Loans to Canadian Prime Rate Revolving Loans (the interest rate on which Canadian Prime Rate Revolving Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the BA Rate component of the Canadian Prime Rate) or (3) if applicable and such Revolving Loans are denominated in any Alternate Currency, convert such Revolving Loans to Revolving Loans bearing interest at an alternative rate mutually acceptable to the Lead Borrower and such Lender, in each case, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Revolving Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Revolving Loans (in which case the applicable Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted Published LIBO Rate or the BA Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate, the Canadian Base Rate and the Canadian Prime Rate applicable to such Lender without reference to the Adjusted Published LIBO Rate or BA Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Published LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine Rate or charge interest rates based upon the Adjusted LIBO BA Rate. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender determines that any law Change in Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted make LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO RateRate Loans, then, on notice thereof by such the Lender to the Borrower Company through the Administrative Agent, any obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBO Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice. (b) If a Lender determines that it is unlawful to maintain any LIBO Rate Loan, (x) the Borrower Company shall, upon three Business Days’ its receipt of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency full such LIBO Rate Loans of such that Lender to ABR Loans then outstanding, together with interest accrued thereon and amounts required under Section 3.4, either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurocurrency LoansLIBO Rate Loan. If the Company is required to so prepay any LIBO Rate Loan, and (y) if then concurrently with such notice asserts prepayment, the illegality Company shall borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan. (c) If the obligation of any Lender determining to make or charging interest rates based upon maintain LIBO Rate Loans has been so terminated or suspended, all Loans which would otherwise be made by the Adjusted Lender as LIBO Rate, Rate Loans shall be instead Base Rate Loans. (d) Before giving any notice to the Administrative Agent shallunder this Section 3.2, during the period affected Lender shall designate a different Lending Office with respect to its LIBO Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of such suspensionLender, compute the Alternate Base Rate applicable be illegal or otherwise disadvantageous to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLender.

Illegality. If any Lender reasonably determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or to make, maintain or fund Loans whose or charge interest is determined by reference with respect to the Adjusted LIBO Rate, any Loan or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make issue, make, maintain, fund or charge interest with respect to any such Loan or continue Eurocurrency LIBOR Loans or to convert ABR Base Rate Loans to Eurocurrency LIBOR Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBO Rate component of the Base Rate, the interest rate on such Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the LIBO Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Loans of such Lender to ABR 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 LIBO Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Revolving Credit Loans whose interest is determined by reference to the Adjusted LIBO Term SOFR Rate, or to determine or charge interest rates based upon the Adjusted LIBO Term SOFR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Term Benchmark Loans or to convert ABR Base Rate Loans to Eurocurrency Term Benchmark Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Adjusted Term SOFR Rate component of the Alternate Base Rate, the interest rate on such Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Term Benchmark Loans of such Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Term Benchmark Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Term Benchmark Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Term SOFR Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Term SOFR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Term SOFR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, in the case of Loans denominated in Dollars, convert all Eurocurrency Loans of such Lender to ABR Loans Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender reasonably determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the Adjusted LIBO Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Administrative Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Administrative Borrower that the circumstances giving rise to such determination no longer exist, which such Lender agrees to do promptly after permitted by applicable Laws. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Loans of such Lender to ABR Loans a fixed rate Applicable Rate to be agreed upon by the Administrative Agent and Borrower, either on the last day of the Interest Period interest period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateLIBOR, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base fixed Applicable Rate applicable to such Lender without reference to the Adjusted LIBO Rate LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender reasonably determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR, or to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Administrative Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBOR Loans or to convert ABR Base Rate Loans to Eurocurrency LIBOR Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Administrative Borrower that the circumstances giving rise to such determination no longer exist, which such Lender agrees to do promptly after permitted by applicable Laws. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Loans of such Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateLIBOR, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If after the date hereof (a) any Lender determines shall determine that the introduction of any law Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to makemake or maintain LIBOR Rate Loans or (b) any Lender determines in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (i) it has become impracticable as a result of a circumstance that adversely affects the London interbank market or the position of such Lender in such market to make or maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR Rate Loans, then, in each case, on notice thereof by such Lender to the Borrower through the Administrative Agent, any the obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Rate Loans shall be suspended until such Lender notifies the shall have notified Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticeexists. (a) Subject to clause (c) below, (x) if any Lender shall determine that it is unlawful to maintain any LIBOR Rate Loan, the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), shall prepay in the case of Eurocurrency Loans, prepay or, if applicable, convert full all Eurocurrency LIBOR Rate Loans of such Lender to ABR Loans then outstanding, together with interest accrued thereon, either on the last day of the Interest Period therefor, thereof if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Rate Loans, and together with any amounts required to be paid in connection therewith pursuant to Section 10.4. (yb) if such notice asserts If the illegality obligation of such any Lender determining to make or charging interest rates based upon the Adjusted LIBO Ratemaintain LIBOR Rate Loans has been terminated, the Administrative Agent shallBorrower may elect, during the period of such suspension, compute the Alternate Base Rate applicable by giving notice to such Lender without reference to the Adjusted LIBO Rate component thereof until the through Administrative Agent is advised in writing that all Loans which would otherwise be made by any such Lender that it is no longer illegal for as LIBOR Rate Loans shall be instead Base Rate Loans. (c) Any Lender claiming any additional amounts payable pursuant to this Section 10.2 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its applicable lending office if the making of such Lender to determine a change would avoid the need for, or charge interest rates based upon reduce the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon amount of, any such prepayment additional amounts that would be payable or conversionmay thereafter accrue and would not, in the Borrower shall also pay accrued interest on the amount so prepaid sole determination of such Lender, be illegal or convertedotherwise disadvantageous to such Lender.

Illegality. (a) If any Lender determines that the introduction of, or any law change in or in the interpretation or administration of, any Applicable Law, in each case after the date hereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake Eurocurrency Rate Loans, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist (which notice such Lender shall deliver promptly after such circumstances cease to exist. Upon receipt of ), at which time such noticeLender shall notify the Administrative Agent and the Borrowers and such Lender’s obligation to make Eurocurrency Rate Loans shall be reinstated. (a) If a Lender determines that it is unlawful to maintain any Eurocurrency Rate Loan, (x) the Borrower Borrowers shall, upon three Business Days’ its receipt of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), prepay in the case of full such Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to ABR Loans then outstanding, together with interest accrued thereon and amounts required under Section 2.14 either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. (b) If the obligation of a Lender to make Eurocurrency Rate Loans has been suspended or a Lender may no longer maintain Eurocurrency Rate Loans, and then concurrently with the making of any Eurocurrency Rate Loan by the other Lenders or with any prepayment required pursuant to clause (yb) if such notice asserts the illegality of above, such Lender determining shall (without regard to whether the conditions specified in Section 4.2 have been satisfied in the case of Loans made pursuant to clause (b)) make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the applicable Borrowing and, so long as such circumstances shall continue, all Loans that such Lender would otherwise make or charging interest rates based upon the Adjusted LIBO Rate, maintain as Eurocurrency Rate Loans shall instead be made or maintained as Base Rate Loans. (c) Before giving any notice to the Administrative Agent shallunder this Section 2.13, during the period affected Lender shall designate a different Lending Office with respect to its Eurocurrency Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the good faith judgment of such suspensionLender, compute the Alternate Base Rate applicable be illegal or otherwise disadvantageous to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLender.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans or to convert ABR Loans to Eurocurrency LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existexist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such the relevant Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, or convert all Eurocurrency of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any law has Requirements of Law have made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans or to convert ABR Alternate Base Rate Loans to Eurocurrency Loans LIBO Rate Loans, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Alternate Base Rate Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on which Alternate Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans and shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBO Rate Loans of such Lender to ABR Alternate Base Rate Loans (the interest rate on which Alternate Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateRate component of the Alternate Base Rate with respect to any Alternate Base Rate Loans, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If after the date hereof any Lender determines shall reasonably determine that the introduction of any law Requirement of Law, or any change in any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake LIBOR Rate Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any the obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Rate Loans shall be suspended until such Lender notifies shall have notified the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existexists. Upon receipt of such notice, (x) the Borrower shallmay revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. (a) Subject to clause (c) below, upon three Business Days’ notice from such if any Lender (shall determine that it is unlawful to maintain any LIBOR Rate Loan, the Borrower shall prepay in full, together with a copy all interest thereon, or convert to the Administrative Agent), in the case of Eurocurrency Base Rate Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Rate Loans of such Lender to ABR Loans then outstanding, together with interest accrued thereon, either on the last day of the Interest Period therefor, thereof if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Rate Loans, and . (yb) if such notice asserts If the illegality obligation of such any Lender determining to make or charging interest rates based upon the Adjusted LIBO Ratemaintain LIBOR Rate Loans has been terminated, the Administrative Agent shallBorrower may elect, during the period of such suspension, compute the Alternate Base Rate applicable by giving notice to such Lender without reference through the Agent that all Loans which would otherwise be made by any such Lender as LIBOR Rate Loans shall be instead Base Rate Loans. (c) Before giving any notice to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender pursuant to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversionthis Section 10.2, the Borrower affected Lender shall also pay accrued interest on designate a different Lending Office with respect to its LIBOR Rate Loans if such designation will avoid the amount so prepaid need for giving such notice or convertedmaking such demand and will not, in the judgment of the Lender, be illegal or otherwise disadvantageous to the Lender.

Illegality. If after the date hereof any Lender determines shall determine that the introduction of any law Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake LIBOR Rate Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Applicable Agent, any the obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Rate Loans shall be suspended until such Lender notifies shall have notified the Administrative Applicable Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticeexists. (a) Subject to clause (c) below, (x) if any Lender shall determine that it is unlawful to maintain any LIBOR Rate Loan, the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), shall prepay in the case of Eurocurrency Loans, prepay or, if applicable, convert full all Eurocurrency LIBOR Rate Loans of such Lender to ABR Loans then outstanding, together with interest accrued thereon, either on the last day of the Interest Period therefor, thereof if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Rate Loans, and together with any amounts required to be paid in connection therewith pursuant to Section 10.4. (yb) if such notice asserts If the illegality obligation of such any Lender determining to make or charging interest rates based upon the Adjusted LIBO Ratemaintain LIBOR Rate Loans has been terminated, the Administrative Agent shallBorrower may elect, during the period of such suspension, compute the Alternate Base Rate applicable by giving notice to such Lender without reference through the Applicable Agent that all Loans which would otherwise be made by any such Lender as LIBOR Rate Loans shall be instead Base Rate Loans. (c) Before giving any notice to the Adjusted LIBO Rate component thereof until the Administrative Applicable Agent is advised in writing by such Lender that it is no longer illegal for such Lender pursuant to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversionthis Section 10.2, the Borrower affected Lender shall also pay accrued interest on designate a different Lending Office with respect to its LIBOR Rate Loans if such designation will avoid the amount so prepaid need for giving such notice or convertedmaking such demand and will not, in the judgment of the Lender, be illegal or otherwise disadvantageous to the Lender.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBOR Loans or to convert ABR Loans to Eurocurrency LIBOR Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which notice is to be given when such circumstances no longer exist). Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of prepay Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shallAgent, the Required Lenders and the Borrowers shall negotiate in good faith to amend the definition of “LIBO Rate” and other applicable provisions to preserve the original intent thereof during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Ratesuspension . Each Lender agrees to notify the Administrative Agent and the Borrower Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversionconversion pursuant to this Section 2.23, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted Published LIBO Rate, or to determine or charge interest rates based upon the Adjusted Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBO Rate Loans in the effected currency or currencies or to convert ABR Loans to Eurocurrency LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existexist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such the relevant Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, or convert all Eurocurrency of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment); (y) [reserved] and (yz) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted Published LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Published LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR, or to determine or charge interest rates based upon any LIBOR, or any Governmental Authority has imposed material restrictions on the Adjusted LIBO Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower Parties through the Administrative Agent, : (a) any obligation of such Lender to make or continue Eurocurrency LIBOR Loans or to convert ABR Loans to Eurocurrency LIBOR Loans shall be suspended suspended; and (b) if such notice asserts the illegality of such Lender making or maintaining ABR Loans for which the interest rate is determined by reference to the LIBOR component of the Alternate Base Rate, the interest rate for ABR Loans made by such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Parties that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, : (xi) the applicable Borrower Party shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Loans of such Lender to ABR Loans (which interest rate shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediatelyor, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans immediately; and (yii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateLIBOR, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR. Upon any such prepayment or conversion, the each such Borrower Party shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any the Lender determines shall determine that the introduction of any law (statutory or common), treaty, rule, regulation, guideline or determination of an arbitrator or of a Governmental Authority or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, unlawful for any the Lender to make, maintain or fund make Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR, or to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR, then, on notice thereof by such the Lender to Borrower, (a) the Lender may suspend the making of LIBOR Loans until the Lender shall have notified Borrower through that the Administrative Agentcircumstances giving rise to such determination shall no longer exist and (b) if such notice asserts the illegality of the Lender making or maintaining Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, any obligation the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Lender without reference to the LIBOR component of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended the Base Rate, in each case until such the Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (xi) the Borrower shallshall prepay in full all LIBOR Loans then outstanding, upon three Business Days’ notice from together with accrued interest, or convert such Lender (with a copy LIBOR Loans to the Administrative Agent), in the case of Eurocurrency Base Rate Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day date of the Interest Period therefor, thereof if such the Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans and (yii) if such notice asserts the illegality of such the Lender determining or charging interest rates based upon the Adjusted LIBO RateLIBOR, the Administrative Agent shall, Lender shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate LIBOR component thereof until the Administrative Agent is advised in writing by such Lender determines that it is no longer illegal for such the Lender to determine or charge interest rates based upon LIBOR. If Borrower is required to prepay any LIBOR Loan immediately as set forth in this subsection, then concurrently with such prepayment, Borrower may borrow from the Adjusted LIBO Lender, in the amount of such repayment, a Base Rate Loan (the interest rate on which Base Rate Loan shall, if necessary to avoid such illegality, be determined by the Lender without reference to the LIBOR component of the Base Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate). Upon any such prepayment or conversionconversion under this Section, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.6.

Illegality. If Without duplication of any other rights that any Lender has hereunder, if any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, any LIBO Quoted Currency in the London interbank market or any Non-LIBO Quoted Currency in the applicable market, then, on notice thereof by such Lender to the Borrower through and the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Loans Borrowings in the affected Currency or Currencies or, in the case of Eurocurrency Borrowings in Dollars, to convert ABR Loans Borrowings to Eurocurrency Loans Borrowings shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Eurocurrency Borrowings the interest rate on which is determined by the Administrative Agent by reference to the LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Borrowings of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies revokes such notice and advises the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) (A) all applicable Eurocurrency Borrowings in Dollars of such Lender shall automatically convert to ABR Borrowings (the Borrower interest rate on which ABR Borrowings of such Lender shall, upon three Business Days’ notice from if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Alternate Base Rate) and (B) all Eurocurrency Borrowings denominated in the affected Agreed Foreign Currency shall automatically convert to Dollars based on the Dollar Equivalent at such time and shall be an ABR Borrowing (the interest rate on which ABR Borrowings of such Lender (with a copy shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Administrative AgentLIBO Rate component of the Alternate Base Rate), in the case of Eurocurrency Loanseach case, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LoansBorrowings (in which event the Borrower shall not be required to pay any yield maintenance, breakage or similar fees) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. To the extent any Eurocurrency Borrowing so converted to an ABR Borrowing is in an Agreed Foreign Currency, such Eurocurrency Borrowing shall be converted to Dollars based on the Dollar Equivalent of such Borrowing at the time of such conversion.

Illegality. If any Lender reasonably determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted Published LIBO Rate, ,Term SOFR or to determine or charge interest rates based upon the Adjusted Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable interbank marketTerm SOFR, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBO RateTerm SOFR Loans in Dollars or to convert ABR Loans to Eurocurrency LIBO RateTerm SOFR Loans shall be suspended and (49) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO RateAdjusted Term SOFR component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO RateAdjusted Term SOFR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existexist (which notice such ▇▇▇▇▇▇ agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, or convert all Eurocurrency of such ▇▇▇▇▇▇’s LIBO RateTerm SOFR Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO RateAdjusted Term SOFR component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBO RateTerm SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO RateTerm SOFR Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted Published LIBO RateRateTerm SOFR, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted Published LIBO Rate RateAdjusted Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted Published LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateRateTerm SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If If, after the date of this Agreement, the adoption of any Governmental Rule, any change in any Governmental Rule or the application or requirements thereof (whether such change occurs in accordance with the terms of such Governmental Rule as enacted, as a result of amendment or otherwise), any change in the interpretation or administration of any Governmental Rule by any Governmental Authority, or compliance by any Lender determines that with any law has made it unlawful, request or that directive (whether or not having the force of law) of any Governmental Authority has asserted that (a "CHANGE OF LAW") shall make it is unlawful, unlawful or impossible for any Lender to makemake or maintain any LIBOR Loan or LIBOR Portion, such Lender shall immediately notify the Administrative Agent and the Borrowers of such Change of Law. Upon receipt of such notice, (i) the Borrowers' right to request the making of, conversion to or a new Interest Period for LIBOR Loans or LIBOR Portions shall be terminated, and (ii) the Borrowers shall, at the request of such Lender, either (A) pursuant to SECTION 2.01(d) or SECTION 2.02(d), as the case may be, convert any such then outstanding LIBOR Loans or LIBOR Portions into Base Rate Loans or Base Rate Portions, as the case may be, at the end of the current Interest Period for such LIBOR Loans or LIBOR Portions or (B) immediately repay or convert any such LIBOR Loans or LIBOR Portions if such Lender shall notify the Borrowers that such Lender may not lawfully continue to fund and maintain such LIBOR Loans or fund LIBOR Portions. Any conversion or prepayment of LIBOR Loans whose interest is determined by reference or LIBOR Portions made pursuant to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender preceding sentence prior to the Borrower through last day of an Interest Period for such LIBOR Loans or LIBOR Portions shall be deemed a prepayment thereof for purposes of SECTION 2.14. After any Lender notifies the Administrative Agent, any obligation Agent and the Borrowers of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended a Change of Law and until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender Borrowers that it is no longer illegal unlawful or impossible for such Lender to determine make or charge interest rates based upon maintain a LIBOR Loan or LIBOR Portion, all Revolving Loans and all Portions of the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for Term Loan of such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversionshall be Base Rate Loans and Base Rate Portions, the Borrower shall also pay accrued interest on the amount so prepaid or convertedrespectively.

Illegality. If Notwithstanding anything to the contrary herein, if (a) any Lender determines that change in any law has or interpretation thereof made it unlawfulafter the date hereof, or that by any Governmental Authority has asserted that makes it is unlawful, unlawful for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such a Lender to make or continue Eurocurrency maintain a LIBOR Loan or to maintain any Commitment with respect to LIBOR Loans or (b) a Lender determines that the making or continuance of a LIBOR Loan has become impracticable as a result of a circumstance that adversely affects the London interbank market or the position of such Lender in such market, then such Lender shall give notice thereof to convert ABR Agent and Borrowers and may (i) declare that LIBOR Loans to Eurocurrency Loans will not thereafter be made by such Lender, whereupon if such Lender is a Tranche A Lender any request for a LIBOR Tranche A Revolver Loan from such Lender shall be suspended until deemed to be a request for a Base Rate Tranche A Revolver Loan unless such Lender notifies the Administrative Agent Lender’s declaration has been withdrawn (and the Borrower that it shall be withdrawn promptly upon cessation of the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, described in clause (a) or (b) above); and/or (ii) (x) the Borrower shall, upon three Business Days’ notice from where such Lender (with is a copy Tranche A Lender, require that all outstanding LIBOR Tranche A Revolver Loans made by such Lender be converted to the Administrative Agent)Base Rate Tranche A Revolver Loans immediately, in the case of Eurocurrency Loans, prepay or, if applicable, convert which event all Eurocurrency outstanding LIBOR Tranche A Revolver Loans of such Lender shall be immediately converted to ABR Base Rate Tranche A Revolver Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if where such Lender is a Tranche A-1 Lender, require that all outstanding LIBOR Tranche A-1 Revolver Loans made by such Lender be converted to Base Rate Tranche A-1 Revolver Loans immediately, in which event all outstanding LIBOR Tranche A-1 Revolver Loans of such Lender shall be immediately converted to Base Rate Tranche A-1 Revolver Loans, with the interest rate calculated as provided in Section 3.1.1(a). If any such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateLIBOR, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, and all requests, regulations, rules, guidelines and directives promulgated thereunder and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have been adopted after the date hereof, regardless of the date enacted, adopted or issued.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateRateTerm SOFR, or to determine or charge interest rates based upon the Adjusted LIBO RateRateTerm SOFR, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency EurocurrencyTerm SOFR Loans or to convert ABR Loans to Eurocurrency EurocurrencyTerm SOFR Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three (3) Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency EurocurrencyTerm SOFR Loans, prepay or, if applicableapplicable in the case of EurocurrencyTerm SOFR Loans, convert all Eurocurrency EurocurrencyTerm SOFR Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency EurocurrencyTerm SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, EurocurrencyTerm SOFR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateRateTerm SOFR, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate RateTerm SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateRateTerm SOFR. Each Lender ▇▇▇▇▇▇ agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateRateTerm SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO LIBOTerm SOFR Rate, or to determine or charge interest rates based upon the Adjusted LIBO LIBOTerm SOFR Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency EurocurrencyTerm SOFR Loans or to convert ABR Loans to Eurocurrency EurocurrencyTerm SOFR Loans shall be suspended until such Lender ▇▇▇▇▇▇ notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three (3) Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency EurocurrencyTerm SOFR Loans, prepay or, if applicableapplicable in the case of EurocurrencyTerm SOFR Loans, convert all Eurocurrency EurocurrencyTerm SOFR Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency EurocurrencyTerm SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, EurocurrencyTerm SOFR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO LIBOTerm SOFR Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO LIBOTerm SOFR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO LIBOTerm SOFR Rate. Each Lender ▇▇▇▇▇▇ agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO LIBOTerm SOFR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the Adjusted LIBO Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower Agent through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Agent that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Loan Parties shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Loans of such Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateLIBOR, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLIBOR.

Illegality. (a) If any Lender determines that the introduction of any law Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake LIBOR Rate Revolving Loans, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Rate Revolving Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticeIf a Lender determines that it is unlawful to maintain any LIBOR Rate Revolving Loan, (x) the Borrower Borrowers shall, upon three Business Days’ receipt of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency full such LIBOR Rate Revolving Loans of such Lender to ABR Loans then outstanding, together with accrued and unpaid interest thereon and amounts required under Section 4.4, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Revolving Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Rate Revolving Loans. If the Borrowers are required to so prepay any LIBOR Rate Revolving Loans, and (y) if then concurrently with such notice asserts prepayment, the illegality Borrowers shall borrow from the affected Lender, in the amount of such Lender determining or charging interest rates based upon the Adjusted LIBO Raterepayment, the Administrative Agent shall, during the period of such suspension, compute the Alternate a Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateRevolving Loan. Each Lender agrees to notify designate a different lending office if such designation will avoid the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal need for such Lender notice and will not, in the reasonable judgment of such Lender, otherwise be materially disadvantageous to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLender.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender ▇▇▇▇▇▇ notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender ▇▇▇▇▇▇ agrees to notify the Administrative Agent and the Borrower Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Revolving Credit Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Revolving Credit Lender or its applicable Lending Office to make, maintain or fund Revolving Credit Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the Adjusted LIBO Rateauthority of such Revolving Credit Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Revolving Credit Lender to the Borrower through the Administrative Agent, (a) any obligation of such Revolving Credit Lender to make or continue Eurocurrency LIBOR Loans or to convert ABR Base Rate Loans to Eurocurrency LIBOR Loans shall be suspended suspended, and (b) if such notice asserts the illegality of such Revolving Credit Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, the interest rate on which Base Rate Loans of such Revolving Credit Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Base Rate, in each case, until such Revolving Credit Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (xi) the Borrower shall, upon three Business Days’ notice demand from such Revolving Credit Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Loans of such Revolving Credit Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Revolving Credit Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Base Rate), either on the last day of the Interest Period therefor, if such Revolving Credit Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Revolving Credit Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans and (yii) if such notice asserts the illegality of such Revolving Credit Lender determining or charging interest rates based upon the Adjusted LIBO RateLIBOR, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Revolving Credit Lender without reference to the Adjusted LIBO Rate LIBOR component thereof until the Administrative Agent is advised in writing by such Revolving Credit Lender that it is no longer illegal for such Revolving Credit Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to BSBY or the Adjusted LIBO BSBY Rate, or to determine or charge interest rates based upon BSBY or the Adjusted LIBO BSBY Rate, then, on upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (i) any obligation of such Lender the Lenders to make or maintain BSBY Loans, and any right of the Borrower to continue Eurocurrency BSBY Loans or to convert ABR Base Rate Loans to Eurocurrency Loans BSBY Loans, shall be suspended suspended, and (ii) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (xA) the Borrower shall, if necessary to avoid such illegality, upon three Business Days’ notice demand from such any Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency BSBY Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to ABR Loans either avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if such Lender all affected Lenders may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such any Lender may not lawfully continue to maintain such Eurocurrency LoansLoans to such day, and (yB) if necessary to avoid such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rateillegality, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to clause (c) of the Adjusted LIBO Rate component thereof definition of “Base Rate” in each case until the Administrative Agent is advised in writing by such each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon BSBY or the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO BSBY Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.9.

Illegality. (a) If any Lender determines that the introduction of any law Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake LIBOR Rate Loans, then, on notice thereof by such that Lender to the Borrower Borrowers (or Foamex on behalf of the Borrowers) through the Administrative Agent, any obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Rate Loans shall be suspended until such that Lender notifies the Administrative Agent and the Borrower Borrowers (or Foamex on behalf of the Borrowers) that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice. (b) If a Lender determines that it is unlawful to maintain any LIBOR Rate Loan, (x) the each Borrower shall, upon three Business Days’ its receipt (or Foamex's receipt on behalf of such Borrower) of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), (i) prepay in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency full such LIBOR Rate Revolving Loans of that Lender owing by such Lender to ABR Loans Borrower then outstanding, together with interest accrued thereon and amounts required under Section 4.4, either on the last day of the Interest Period thereforthereof, if such that Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Revolving Loans to such day, or immediately, if such that Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Rate Revolving Loans and (yii) if convert such notice asserts the illegality LIBOR Rate Term Loans of that Lender owing by such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Borrower then outstanding to Base Rate applicable Term Loans and pay to such Lender without reference interest accrued thereon and any amounts required under Section 4.4, either on the last day of the Interest Period thereof, if that Lender may lawfully continue to maintain such LIBOR Rate Term Loans to such day, or immediately, if that Lender may not lawfully continue to maintain such LIBOR Rate Term Loans. If a Borrower is required to so prepay any LIBOR Rate Revolving Loans pursuant to clause (i) of the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by previous sentence, then concurrently with such Lender that it is no longer illegal for prepayment, such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on borrow from the affected Lender, in the amount so prepaid or convertedof such repayment, a Base Rate Revolving Loan.

Illegality. If If, after the date of this Participation Agreement, the adoption of any Governmental Rule, any change in any Governmental Rule or the application or requirements thereof (whether such change occurs in accordance with the terms of such Governmental Rule as enacted, as a result of amendment or otherwise), any change in the interpretation or administration of any Governmental Rule by any Governmental Authority, or compliance by any Lender determines that with any law has made it unlawful, request or that directive (whether or not having the force of law) of any Governmental Authority has asserted that (a “Change of Law”) shall make it is unlawful, unlawful or impossible for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender Participant to make or continue Eurocurrency Loans maintain any Loan, Purchased Interest or to convert ABR Loans to Eurocurrency Loans Lessor Amount as a LIBOR Loans/Capital/Lessor Amount, such Participant shall be suspended until such Lender notifies immediately notify the Administrative Agent and the Borrower that the circumstances giving rise to Lessee of such determination no longer existChange of Law. Upon receipt of such notice, (xi) the Borrower Lessee’ s right to request the making of, conversion to or a new Basic Rent Period for LIBOR Loans/Capital/Lessor Amounts shall be terminated, and the Lessee shall, upon three Business Days’ notice from at the request of the such Lender Participant, (with a copy A) convert any outstanding LIBOR Loans/Capital/Lessor Amounts into Base Rate Loans/Capital/Lessor Amounts at the end of the current Basic Rent Period for such LIBOR Loans/Capital/Lessor Amounts or (B) immediately convert any such LIBOR Loans/Capital/Lessor Amounts if the Participant shall notify the Lessee that it may not lawfully continue to fund and maintain such LIBOR Loans/Capital/Lessor Amounts. Any conversion of LIBOR Loans/Capital/Lessor Amounts made pursuant to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender preceding sentence prior to ABR Loans either on the last day of the Interest Basic Rent Period therefor, if for such Lender may lawfully continue to maintain LIBOR Loans/Capital/Lessor Amounts shall be deemed a prepayment thereof for purposes of Section 13.10. After such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, Participant notifies the Administrative Agent shall, during and the period Lessee of such suspension, compute the Alternate Base Rate applicable to a Change of Law and until such Lender without reference to the Adjusted LIBO Rate component thereof until Participant notifies the Administrative Agent is advised in writing by such Lender and the Lessee that it is no longer illegal unlawful or impossible for such Lender Person to determine make or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for maintain a Loan, Purchased Interest or Lessor Amount, all Loans, Capital or Lessor Amounts, as applicable, of such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Person shall also pay accrued interest on the amount so prepaid or convertedbe Base Rate Loans/Capital/Lessor Amounts.

Illegality. (a) If any Lender determines that the introduction of any law Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake LIBOR Loans, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency LIBOR Loans or (including in respect of any LIBOR Bid Loan as to convert ABR Loans to Eurocurrency Loans which a Borrower has accepted such Lender's Competitive Bid, but which has not been borrowed) shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice. (b) If a Lender determines that it is unlawful to maintain any LIBOR Loan, (x) the applicable Borrower shall, upon three Business Days’ its receipt of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans full such LIBOR Loan of such Lender to ABR Loans Lender, together with interest accrued thereon and amounts required under Section 4.4, either on the last day of the current Interest Period therefortherefor or, if earlier, on the date on which such Lender may no longer lawfully continue to maintain such Eurocurrency LIBOR Loan. If a Borrower is required to so prepay any LIBOR Committed Loan, then concurrently with such prepayment, such Borrower shall borrow from the affected Lender, in the amount of such repayment, a Base Rate Committed Loan (which shall be treated as part of the same Borrowing as the Loan so repaid). (c) If the obligation of any Lender to make or maintain LIBOR Committed Loans to such dayhas been so terminated or suspended, or immediately, if all Loans which would otherwise be made by such Lender may not lawfully continue as LIBOR Committed Loans shall be instead Base Rate Committed Loans. (d) Before giving any notice to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shallunder this Section, during the period affected Lender shall designate a different Lending Office with respect to its LIBOR Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of such suspensionLender, compute the Alternate Base Rate applicable be illegal or otherwise disadvantageous to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedLender.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateRate or Term SOFR, or to determine or charge interest rates based upon the Adjusted LIBO RateRate or Term SOFR, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Eurodollar Loans or Term Benchmark Loans or to convert ABR Loans to Eurocurrency Eurodollar Loans or Term Benchmark Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate or Term SOFR component of the Alternate Base Rate, the interest rate on such ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate or Term SOFR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Eurodollar Loans or Term Benchmark Loans denominated in dollars of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate or Term SOFR component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Loans or Term Benchmark Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Loans or Term Benchmark Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO RateRate or Term SOFR, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate or Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateRate or Term SOFR. Each Lender ▇▇▇▇▇▇ agrees to notify the Administrative Agent and the Borrower Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateRate or Term SOFR. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Second Amendment Effective Date that it is unlawful, for any such Lender or its applicable lending office to make, maintain maintain, or fund Loans Advances whose interest is determined by reference to the Adjusted LIBO Eurocurrency Rate, or to determine or charge interest rates based upon the Adjusted LIBO Eurocurrency Rate, or any Governmental Authority has imposed after the Second Amendment Effective Date material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Eurocurrency Loans Advances or to convert ABR Loans Base Rate Advances to Eurocurrency Loans Advances shall be suspended suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Advances the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (xi) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans Advances of such Lender to ABR Loans Base Rate Advances (the interest rate on which Base Rate Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, Advances and (yii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Eurocurrency Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Eurocurrency Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.4.

Illegality. If any Lender determines that (i) the introduction of any law Requirements of Law, or any change in any Requirements of Law or in the interpretation or administration thereof, has made it unlawful, or that (ii) any central bank or other Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake LIBOR Loans, then, on notice thereof by such Lender to the Borrower through the and Administrative Agent, any the obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Loans shall be suspended until such Lender notifies the shall have notified Borrower and Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticeIf any Lender determines that it is unlawful to maintain any LIBOR Loan, (x) the Borrower shall, upon three Business Days’ its receipt of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Loans, prepay or, if applicable, convert full all Eurocurrency LIBOR Loans of such that Lender then outstanding, together with interest accrued thereon and any amounts required to ABR Loans be paid in connection therewith pursuant to Section 3.4, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Loans. Notwithstanding any contrary provision of Section 2.1, and (y) if Borrower is required to prepay any LIBOR Loan immediately as provided in Section 3.2(b), then concurrently with such notice asserts prepayment Borrower shall borrow a Reference Rate Loan from the illegality affected Lender in the amount of such repayment. If the obligation of any Lender determining to make or charging interest rates based upon the Adjusted LIBO Ratemaintain LIBOR Loans has been terminated, the Administrative Agent shallBorrower may elect, during the period of such suspension, compute the Alternate Base Rate applicable by giving notice to such Lender without reference to the Adjusted LIBO Rate component thereof until the through Administrative Agent is advised in writing Agent, that all Loans which would otherwise be made by such Lender that it is no longer illegal for such Lender as LIBOR Loans shall instead be Reference Rate Loans. Before giving any notice to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the or Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender pursuant to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversionthis Section 3.2, the Borrower affected Lender shall also pay accrued interest on designate a different Lending Office with respect to its LIBOR Loans if such designation would avoid the amount so prepaid need for giving such notice or convertedmaking such demand and would not, in the judgment of such Lender, be illegal or otherwise disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any law Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rateor other Obligations, or to determine or charge interest rates based upon materially restricts the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation authority of such Lender to make purchase or continue Eurocurrency Loans sell, or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticetake deposits of, Dollars or any (xi) the applicable Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Rate Loans of such Lender to ABR Reference Rate Loans (with an interest rate that shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Reference Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Rate Loans, ; and (yii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO LIBOR Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Reference Rate applicable to such Lender without reference to the Adjusted LIBO LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO LIBOR Rate. Upon the prepayment of any such prepayment or conversionLoans, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or convertedprepaid. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If Notwithstanding any other provisions herein, if any Lender determines determined that any law present or future law, regulation, treaty or directive or the interpretation or application thereof has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to perform any of its obligations hereunder to make, maintain or fund Loans whose or charge interest is determined by reference with respect to the Adjusted LIBO Rateany Loan or issue, amend or extend any Letter of Credit or to determine or charge interest rates based upon on the Adjusted LIBO LIBOR Rate, then, or any Governmental Authority has imposed material restrictions on notice thereof by the authority of such Lender to purchase or see, or to take deposits of, Dollars in the Borrower through London interbank market, such Lender shall forthwith give notice of such circumstances to the Borrowers and the Administrative Agent, Agent and thereupon any obligation of such Lender to make issue, make, maintain, fund or charge interest with respect to any such Loan or Letter of Credit or continue Eurocurrency LIBOR Rate Loans or to convert ABR Base Rate Loans to Eurocurrency LIBOR Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency LIBOR Rate Loans of such Lender to ABR Loans Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Rate Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, . The Borrowers hereby agree promptly to pay the Administrative Agent shall, during for the period account of such suspensionLender, compute the Alternate Base Rate applicable upon demand by such Lender, any additional amounts necessary to compensate such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing for any costs incurred by such Lender that it is no longer illegal for in making any conversion in accordance with this §6.5, including any interest or fees payable by such Lender to determine lenders of funds obtained by it in order to make or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedmaintain its LIBOR Rate Loans hereunder.

Illegality. If any Lender determines that any law has made Change in Law shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted any LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by Rate Loan and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall promptly give notice thereof to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended the Borrowers and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans obligation of such Lender to ABR make LIBO Rate Revolving Loans or to continue or convert outstanding Loans as or into LIBO Rate Loans shall be suspended. In the case of the making of a LIBO Rate Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and if the affected LIBO Rate Loan is then outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period therefor, applicable to such LIBO Rate Loan if such Lender may lawfully continue to maintain such Eurocurrency Loans Loan to such day, date or immediately, (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurocurrency LoansLIBO Rate Loan to such date. In the case of the making of a LIBO Rate Borrowing denominated in a Foreign Currency, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Lender’s Revolving Loan shall be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and if the affected Loan is then outstanding, such Loan shall be exchanged for the Dollar Equivalent thereof and converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such Loan if such Lender without reference may lawfully continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Loan to such date. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Adjusted LIBO Rate component thereof until Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the Administrative Agent is advised in writing by need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon in the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedgood faith exercise of its discretion.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender notifies Le▇▇▇▇ ▇otifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees Le▇▇▇▇ ▇grees to notify the Administrative Agent and the Borrower Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Applicable Offered Rate, or to determine or charge interest rates based upon the Adjusted LIBO Applicable Offered Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Applicable Agent, (i) any obligation of such Lender to make or continue Eurocurrency Applicable Offered Rate Loans or to convert ABR Applicable Floating Rate Loans to Eurocurrency Applicable Offered Rate Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Applicable Offered Rate Loans the interest rate on which is determined by reference to the Applicable Offered Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Applicable Agent without reference to the Applicable Offered Rate component of the Base Rate, in each case until such Lender notifies the Administrative Applicable Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Applicable Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Applicable Offered Rate Loans of such Lender to ABR Applicable Floating Rate Loans (the interest rate on which Applicable Floating Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Applicable Agent without reference to the Applicable Offered Rate component of the Applicable Floating Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Applicable Offered Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, Applicable Offered Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Applicable Offered Rate, the Administrative Applicable Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Applicable Floating Rate applicable to such Lender without reference to the Adjusted LIBO Applicable Offered Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Applicable Offered Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the applicable Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender notifies the applicable Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice from such Lender (with a copy to the applicable Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the applicable Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the applicable Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the applicable Administrative Agent and the Borrower Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. If any Lender determines that any law Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR Loans, or to determine or charge interest rates based upon the Adjusted LIBO LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, (i) on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency affected LIBOR Loans or to convert ABR Loans to Eurocurrency affected LIBOR Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBOR Rate component of the ABR, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the ABR, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt delivery of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency affected LIBOR Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the ABR), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if earlier, the date specified by the Lender in the demand delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law), if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO LIBOR Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate ABR applicable to such Lender without reference to the Adjusted LIBO LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. If any Lender invokes this Section 2.10(c), such Lender shall use reasonable efforts to notify the Borrower and the Administrative Agent when the conditions giving rise to such action no longer exist provided, however, that such Lender shall have no liability to the Borrower or to any other Person for its failure to provide such notice.

Illegality. (a) If any Lender determines that the introduction of any law Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any Governmental central bank or other Public Authority has asserted that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake LIBOR Rate Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Rate Loans shall be suspended until such the Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticeexists. (b) If a Lender determines that it is unlawful to maintain any LIBOR Rate Loan, (x) the Borrower shall, upon three Business Days’ their receipt of notice of such fact and demand from such the Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Loansfull such LIBOR Rate Loans then outstanding, prepay ortogether with interest accrued thereon and amounts required under Section 6.4, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurocurrency LIBOR Rate Loan. If Borrower is required so to prepay any LIBOR Rate Loan, then, concurrently with such prepayment, Borrower shall borrow from the affected Lender, in the amount of such repayment, a Reference Rate Loan. (c) Notwithstanding any other provision herein, if the introduction of any Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law has made it unlawful for a Lender or its applicable lending office to make LIBOR Rate Loans, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon agrees to use reasonable efforts (including reasonable efforts to change the Adjusted LIBO Rateoffice in which it is booking the Loan) to avoid such prohibition; provided, however, that such efforts shall not cause the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to imposition on such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing of any additional costs or legal regulatory burdens deemed by such Lender that it is no longer illegal for to be material or otherwise deemed by such Lender to determine be disadvantageous to it or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees contrary to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedits policies.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans Credit Extensions whose interest is determined by reference to the Adjusted LIBO BSBY Rate, or to determine or charge interest rates based upon the Adjusted LIBO BSBY Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, (a) any obligation of such Lender to make or continue Eurocurrency BSBY Rate Loans or to convert ABR Base Rate Loans to Eurocurrency BSBY Rate Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the BSBY component of the Base Rate, the interest rate on Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the BSBY Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower Borrowers shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency BSBY Rate Loans of such Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the BSBY Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency BSBY Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, BSBY Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO BSBY Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO BSBY Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO BSBY Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Illegality. (a) If any Lender reasonably and in good faith determines that the introduction of any law Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, after the Effective Date, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake SOFR Loans, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, any obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency SOFR Loans shall be suspended until such the Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of . (b) If a Lender reasonably and in good faith determines that it is unlawful for such noticeLender to maintain any SOFR Loan after the Effective Date, (x) on notice thereof by the Lender to the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to through the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency such SOFR Loans of such that Lender to ABR Loans then outstanding, either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such Eurocurrency SOFR Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurocurrency SOFR Loan, shall convert to a Base Rate Loan on such applicable date and within three (3) Business Days after the Borrower’s receipt of such notice the Borrower shall pay to the applicable Lender accrued interest on such SOFR Loan along with all amounts required under Section 3.04. (c) If the obligation of any Lender to make or maintain SOFR Loans has been so terminated or suspended, the Borrower may elect, by giving notice to the Lenders through the Administrative Agent, that all Revolving Loans which would otherwise be made or maintained by the Lenders as SOFR Loans shall instead be Base Rate Loans. (d) If any Lender gives a notice pursuant to this Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its SOFR Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate the need for the notice pursuant to this Section 3.02, and (yii) if such notice asserts the illegality of in each case, would not subject such Lender determining to any unreimbursed cost or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable expense and would not otherwise be disadvantageous to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine any material economic, legal or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedregulatory respect.

Illegality. (a) If any Lender reasonably and in good faith determines that the introduction of any law Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, after the Effective Date, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Ratemake LIBOR Rate Loans, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, any obligation of such that Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency LIBOR Rate Loans shall be suspended until such the Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of . (b) If a Lender reasonably and in good faith determines that it is unlawful for such noticeLender to maintain any LIBOR Rate Loan after the Effective Date, (x) on notice thereof by the Lender to the Borrower shall, upon three Business Days’ notice from such Lender (with a copy to through the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency such LIBOR Rate Loans of such that Lender to ABR Loans then outstanding, either on the last day of the Interest Period thereforthereof, if such the Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurocurrency LIBOR Rate Loan, shall convert to a Base Rate Loan on such applicable date and within three (3) Business Days after the Borrower’s receipt of such notice the Borrower shall pay to the applicable Lender accrued interest on such LIBOR Rate Loan along with all amounts required under Section 3.04. (c) If the obligation of any Lender to make or maintain LIBOR Rate Loans has been so terminated or suspended, the Borrower may elect, by giving notice to the Lenders through the Administrative Agent, that all Revolving Loans which would otherwise be made or maintained by the Lenders as LIBOR Rate Loans shall instead be Base Rate Loans. (d) If any Lender gives a notice pursuant to this Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its LIBOR Rate Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate the need for the notice pursuant to this Section 3.02, and (yii) if such notice asserts the illegality of in each case, would not subject such Lender determining to any unreimbursed cost or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable expense and would not otherwise be disadvantageous to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine any material economic, legal or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedregulatory respect.

Illegality. If any Lender determines that any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateEurodollar Loans, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Eurodollar Loans or to convert Convert ABR Loans to Eurocurrency Eurodollar Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert Convert all Eurocurrency Eurodollar Loans of such Lender to ABR Loans (the interest on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, Eurodollar Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversionConversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedConverted.

Illegality. If any Lender determines that any law Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO RateLIBOR Loans, or to determine or charge interest rates based upon the Adjusted LIBO LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, (i) on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency affected LIBOR Loans or to convert ABR Loans to Eurocurrency affected LIBOR Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBOR Rate component of the ABR, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the ABR, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt delivery of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency affected LIBOR Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the ABR), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO LIBOR Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate ABR applicable to such Lender without reference to the Adjusted LIBO LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO RateLIBOR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. If any Lender invokes this Section 2.10(c), such Lender shall use reasonable efforts to notify the Borrower and the Administrative Agent when the conditions giving rise to such action no longer exist provided, however, that such Lender shall have no liability to the Borrower or to any other Person for its failure to provide such notice.

Illegality. If (a) Notwithstanding any other provision of this Agreement but subject to the provisions of this Section, if, pursuant to Section 2.11 of the MLB Credit Agreement, any Lender determines shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law has made or regulation makes it unlawful, or that any Governmental Authority has asserted central bank or other governmental authority asserts that it is unlawful, for any Lender or its Lending Office to perform its obligations thereunder to make, fund or maintain or fund Loans whose interest is determined by reference Club Trust Related Advances subject to a LIBO Rate Option thereunder, (i) the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender the MLB Trust to make Loans (or continue Eurocurrency Loans or portions thereof) subject to convert ABR Loans to Eurocurrency Loans a LIBO Rate Option under any Club Trust Sub-Facility shall be suspended until such Lender notifies the Administrative Agent under the MLB Credit Agreement shall notify the MLB Trust and the Borrower Lenders that the circumstances giving rise to causing such determination suspension no longer exist. Upon receipt 14 18 exist (prompt notice of such notice, which will be given to the Club Trusts by the MLB Trust (xor the Facilitating Agent on its behalf)) and (ii) the Borrower shallBase Rate shall be the applicable interest for all Loans unless such Club Trust, upon three within five Business Days’ Days of notice from such Lender the MLB Trust (or the Facilitating Agent on its behalf) of the above described events, elects to prepay in full all Loans (or portions thereof) subject to a LIBO Rate Option under its Club Trust Sub-Facility then outstanding, together with a copy to interest accrued thereon. (b) Upon the Administrative Agentoccurrence of the events specified in Section 2.11(a), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully MLB Trust shall continue to maintain such Eurocurrency make Loans to such dayin accordance with the other terms and conditions of this Agreement, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such notice asserts but the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate shall be the applicable to interest rate for each such Lender without reference to the Adjusted LIBO Rate component thereof Loan until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent MLB Trust and the Borrower Club Trusts receive the notice described in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted2.11(a)(i) above.

Illegality. If any Lender determines that (a) any law Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO LIBOR Rate, or to determine or charge interest rates based upon the Adjusted LIBO LIBOR Rate, or (b) any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency LIBOR Rate Loans or to convert ABR Base Rate Loans to Eurocurrency LIBOR Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist; provided, that, with respect to clause (b), such Lender is treating other similarly situated borrowers in the same manner. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency of such Lender’s LIBOR Rate Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to ABR Loans avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBOR Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO LIBOR Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO LIBOR Rate. Each Lender agrees to notify Notwithstanding the Administrative Agent foregoing, and despite the Borrower in writing promptly upon becoming aware that it is no longer illegal illegality for such a Lender to determine make, maintain or charge fund LIBOR Rate Loans or Base Rate Loans as to which the interest rates based upon rate determined by reference to the Adjusted LIBO LIBOR Rate, that Lender shall remain committed to make Base Rate Loans (the interest rate on which is determined without reference to the LIBOR Rate component of the Base Rate) and shall be entitled to recover interest at the Base Rate (as determined without reference to the LIBOR Rate component of the Base Rate). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. (a) If any Lender Bank reasonably determines that the introduction of any law Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any Governmental Authority central bank or other governmental authority has asserted that it is unlawful, for any Lender to make, maintain Bank or fund Loans whose interest is determined by reference to the Adjusted LIBO Rateits applicable Lending Office, or such Bank's Designated Bidders in the case of LIBOR Bid Loans, to determine or charge interest rates based upon the Adjusted LIBO Ratemake Offshore Rate Loans, then, on notice thereof by such Lender the Bank to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender that Bank or Designated Bidder to make Offshore Rate Loans (including in respect of any LIBOR Bid Loan as to which the Revolving Borrower has accepted such Bank's or continue Eurocurrency Loans or Designated Bidder's Competitive Bid, but as to convert ABR Loans to Eurocurrency Loans which the Borrowing Date has not arrived) shall be suspended until such Lender Bank notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon . (b) If a Bank reasonably determines that it is unlawful for such Bank or such Bank's Designated Bidder to maintain any Offshore Rate Loan, upon its receipt of notice of such notice, (x) the Borrower shall, upon three Business Days’ notice fact and demand from such Lender Bank (with a copy to the Administrative Agent) (i) the Revolving Borrower shall prepay in full such Offshore Rate Loans to it of that Bank or its Designated Bidder then outstanding, in the case of Eurocurrency Loanstogether with interest accrued thereon and amounts required under Section 3.04, prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans either on the last day of the Interest Period thereforthereof, if such Lender Bank or its Designated Bidder may lawfully continue to maintain such Eurocurrency Offshore Rate Loans to such day, or immediately, if such Lender Bank or its Designated Bidder may not lawfully continue to maintain such Eurocurrency Offshore Rate Loans, and (yii) the Offshore Rate Loan of the Term Borrower to that Bank shall be automatically converted to a Base Rate Committed Loan, either on the last day of the Interest Period thereof, if such notice asserts Bank may lawfully continue to maintain such Offshore Rate Loan to such day, or immediately, if such Bank may not lawfully continue to maintain such Offshore Rate Loan, and, in the illegality case of a conversion to a Base Rate Committed Loan prior to the last day of the Interest Period thereof, the Term Borrower shall pay, on the date of such Lender determining or charging automatic conversion, interest rates based upon accrued thereon to such day and amounts required under Section 3.04. If the Adjusted LIBO RateRevolving Borrower is required to so prepay any Offshore Rate Committed Loan that is a Revolving Loan, then concurrently with such prepayment, the Administrative Agent shallRevolving Borrower shall borrow from the affected Bank, during in the period amount of such suspensionrepayment, compute the Alternate a Base Rate Committed Loan. (c) If the obligation of any Bank to make or maintain Offshore Rate Committed Loans has been so terminated or suspended, the applicable Borrower may elect, by giving notice to such Lender without reference to Bank through the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing that all Loans which would otherwise be made by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower Bank as Offshore Rate Committed Loans shall also pay accrued interest on the amount so prepaid or convertedbe instead Base Rate Committed Loans.

Illegality. If Subject to ‎Section 2.22, if any Lender determines that adequate and reasonable means do not exist for any law has made it unlawfulLender or its applicable Lending Office to determine, make, maintain, fund or charge interest based upon the LIBO Rate, or that any Governmental Authority has asserted that it is unlawful, for any imposed material restrictions on the authority of such Lender to make, maintain purchase or fund Loans whose interest is determined by reference to the Adjusted LIBO Ratesell, or to determine or charge interest rates based upon take deposits of, Dollars in the Adjusted LIBO RateLondon interbank market, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest respect to any such Loan or to make or continue Eurocurrency Eurodollar Loans or to convert ABR Base Rate Loans to Eurocurrency Loans Eurodollar Loans, shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBO Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice demand from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, prepay or, if applicable, convert all Eurocurrency Eurodollar Loans of such Lender to ABR Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans, LIBO Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall, shall during the period of such suspension, suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.