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 or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 any Lender determines shall have determined in good faith that the introduction of or any change in any applicable Law has made it unlawful, or that in the interpretation or administration thereof by any Governmental Authority has asserted that charged with the interpretation or administration thereof, or compliance with any guideline or request from any such Governmental Authority (whether or not having the force of law), makes it is unlawful, unlawful for any Lender or its applicable Applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate LoansAdvances, or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans in the affected currency Advances or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Convert Base Rate Loans Advances to Eurocurrency Eurodollar Rate Loans Advances 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert Convert all applicable Eurocurrency Eurodollar Rate Loans Advances of such Lender to Base Rate LoansAdvances, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans Advances to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate LoansAdvances. Upon any such prepayment or conversionConversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 LenderConverted.

Illegality. If any Lender reasonably determines that any 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 lending office to make, make or maintain any Eurocurrency Loans or fund Eurocurrency Rate any Term SOFR Loans, or to determine or charge interest rates based upon the Eurocurrency Rateas applicable, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currenciesTerm SOFR Loans, oras applicable, in the case of Eurocurrency Rate Loans denominated in Dollars, or to convert Base Rate Loans ABR Borrowings to Eurocurrency Rate Loans Borrowings or Term SOFR Loans, as applicable, 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, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, either convert all applicable Eurocurrency Rate Loans and all Term SOFR Loans of such Lender to Base Rate LoansABR Loans (at the Dollar Equivalent for the date of conversion, as determined by the Agent, for Eurocurrency Loans denominated in an Alternative Currency), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans or Term SOFR Loans, as applicable, to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office lending office if such designation will avoid the need for such notice and will not, in the good faith judgment determination of such Lender, otherwise be materially disadvantageous to such Lenderit.

Illegality. If any Lender determines that any Law or guideline has made it unlawfulunlawful or impermissible, or that any Governmental Authority has asserted that it is unlawfulunlawful or impermissible under any such guideline, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate LoansLoans (whether denominated in Dollars or any other Approved Currency), or to determine or charge interest rates based upon the Eurocurrency Rate, in each case after the Closing Date then, on written notice thereof by such Lender to the 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, the Borrower shall, upon shall promptly following written demand from such Lender (with a copy to the Administrative Agent), in its sole discretion, either prepay or, if applicable and such Loans are denominated in Dollars, or convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, in each case, either on the last day of the Interest Period therefor, if such Lender may lawfully and in accordance with guidelines continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully or in accordance with guidelines continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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. (a) If any Lender determines that any Law Regulatory Change 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 any Loans (other than Base Rate Loans or Tranche C Loans), or to determine or charge interest rates based upon the Eurocurrency Rateany Benchmark, then, on notice thereof by such Lender to the applicable Borrower through the Administrative AgentAgent as to such illegality), any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies, associated with such Benchmark or, in the case of Eurocurrency Term Rate Loans denominated in US Dollars, to convert Base Rate Committed Loans to Eurocurrency Term Rate Loans or, in the case of Tranche B Loans in Canadian Dollars, to convert Canadian Prime Rate Loans to Term Rate Loans, 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 Loans (other than Base Rate Loans or Tranche C Loans) to maturity and shall so specify in a notice pursuant to the preceding sentence, upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), elect to either (i) promptly prepay or, if applicable and all such Loans are denominated in Dollars, of such Lender or (ii) immediately convert all applicable Eurocurrency Rate such Loans of such Lender to Base Rate Loans in US Dollars in the amount of the Dollar Equivalent. In the event such Loans are Term Loans, such prepayment or conversion will occur either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Term Rate Loans to such day, or promptlypromptly prepay or immediately convert, if such Lender may not lawfully continue to maintain such Eurocurrency Term Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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) [Reserved.] (c) Notwithstanding any other provision of this Agreement, if in respect of any Tranche C Loan made under this Agreement to the Tranche C Borrower, it becomes unlawful or impossible (as a result of any Regulatory Change) in any jurisdiction for a Tranche C Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Tranche C Loan: (i) such Tranche C Lender shall forthwith notify the Australian Sub-Agent and the Tranche C Borrower; (ii) such Tranche C Lender’s obligations under this Agreement in respect to such Tranche C Loan are immediately suspended for the duration of such illegality or other effect; (iii) such Tranche C Lender may, by notice to the Australian Sub-Agent and the Tranche C Borrower, cancel such Tranche C Lender’s available Tranche C Commitment with immediate effect; (iv) without limiting Sections 3.2(c)(ii) and 3.2(c)(iii), such Tranche C Lender shall consult and negotiate in good faith with the Tranche C Borrower 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 Tranche C Loan to continue to be provided to the Tranche C Borrower; and (v) if no such amendments are agreeable to the Tranche C Borrower and such Tranche C Lender and the illegality or other effect is continuing: (1) such Lender or the Tranche C Borrower 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 90th day after the date such notice is delivered to the other party; and (2) the Tranche C Borrower 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 90th 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 If, on or after the date hereof, any Lender determines that any Change in Law has made shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender (or its applicable Lending Office Office) to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by its Term SOFR Loans and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall forthwith give notice thereof to make or continue Eurocurrency Rate Loans in the affected currency or currenciesother Lenders and the Borrower, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended whereupon until such Lender notifies the Borrower and the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans obligation of such Lender to Base Rate make Term SOFR Loans, either on the last day of the Interest Period thereforor to convert outstanding Loans into Term SOFR Loans or continue outstanding Loans as Term SOFR Loans, if such Lender may lawfully continue in each case to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on be suspended. Before giving any notice to the amount so prepaid or converted and all amounts dueAdministrative Agent pursuant to this Section, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to shall designate a different applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender. If such notice is given, each Term SOFR Loan of such Lender then outstanding to the Borrower shall be converted to a Base Rate Loan either (a) on the last day of the then current Interest Period applicable to such Term SOFR Loan if such Lender may lawfully continue to maintain and fund such Loan as a Term SOFR Loan to such day or (b) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan as a Term SOFR Loan to such day. Interest and principal on any such Base Rate Loan shall be payable on the same dates as, and on a pro rata basis with, the interest and principal payable on the related Term SOFR Loans of the other Lenders.

Illegality. Notwithstanding any other provision herein, if the adoption of or any change in Applicable Law or regulation or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Term Benchmark Loans as contemplated by this Agreement, (a) the Commitment of such Lender hereunder to make Term Benchmark Loans, continue Term Benchmark Loans as such and convert ABR Loans into SOFR Loans shall forthwith be canceled and (b) such Lender’s Loans then outstanding as Term Benchmark Loans, if any, (i) in the case of Loans denominated in Dollars, shall be converted automatically to ABR Loans and (ii) in the case of Loans denominated in Euro, shall be deemed prepaid and reborrowed as ABR Loans in an aggregate principal amount equal to the USD Equivalent of the original Euro denominated Loan, in each case, on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion or repayment of a Term Benchmark Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender determines such amounts, if any, as may be required pursuant to Section 2.16. If circumstances subsequently change so that any Law has made it unlawful, or that any Governmental Authority has asserted affected Lender shall determine that it is unlawfulno longer so affected, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to will promptly notify the Borrower through and the Administrative Agent, any obligation and upon receipt of such notice, the obligations of such Lender to make or continue Eurocurrency Rate Term Benchmark Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate ABR Loans to Eurocurrency Rate into Term Benchmark 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 Lenderreinstated.

Illegality. If any Lender determines shall notify the Borrower that the introduction of or any Law has made change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority has asserted asserts that it is unlawful, for any such Lender or its applicable Lending Office to perform its obligations under this Agreement to make, maintain maintain, or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation Eurodollar Advances of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currenciesthen outstanding hereunder, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, (a) the Borrower shall, upon demand from such Lender no later than 11:00 a.m. (with a copy to the Administrative Agent)Houston, prepay orTexas, time) (i) if applicable and such Loans are denominated in Dollarsnot prohibited by law, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforfor each outstanding Eurodollar Advance or (ii) if required by such notice, if on the second Business Day following its receipt of such notice, prepay all of the Eurodollar Advances of such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such daythen outstanding, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay together with accrued interest on the principal amount so prepaid or converted to the date of such prepayment and all amounts dueamounts, if any, in connection with required to be paid pursuant to Section 2.9 as a result of such prepayment or conversion under Section 3.05being made on such date, (b) such Lender shall simultaneously make a Base Rate Advance to the Borrower on such date in an amount equal to the aggregate principal amount of the Eurodollar Advances prepaid to such Lender, and (c) the right of the Borrower to select Eurodollar Advances from such Lender for any subsequent Borrowing shall be suspended until such Lender shall notify the Borrower that the circumstances causing such suspension no longer exist. Each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation will would avoid the need for such notice effect of this paragraph and will would not, in the good faith reasonable judgment of such Lender, be 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 or its applicable Lending Office to make, maintain or fund Eurocurrency Term SOFR Loans, RFR Loans or Alternative Currency Daily Rate Revolving Loans, or to determine or charge interest rates based upon Term SOFR, an RFR or the Eurocurrency Alternative Currency Daily Rate, or to purchase or sell, or to take deposits of, any Alternative Currency in the applicable interbank market, as applicable, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate such Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Term SOFR Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans Term 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay Term SOFR Loans or RFR Loans (or, if applicable and such Loans are denominated in Dollarswith respect to Term SOFR Loans, convert all applicable Eurocurrency Rate such Term SOFR Loans of such Lender to Base Rate LoansLoans (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 SOFR component of Base Rate)), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Term SOFR Loans or RFR Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Term SOFR Loans or RFR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 good-faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines shall notify the Borrower that the introduction of or any Law has made change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority has asserted asserts that it is unlawful, for any such Lender or its applicable Lending Office to perform its obligations under this Agreement to make, maintain maintain, or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation Eurodollar Advances of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currenciesthen outstanding hereunder, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, (a) the Borrower shall, upon demand from such Lender no later than 11:00 a.m. (with a copy to the Administrative Agent)Houston, prepay orTexas, time) (i) if applicable and such Loans are denominated in Dollarsnot prohibited by law, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforfor each outstanding Eurodollar Advance or (ii) if required by such notice, if on the second Business Day following its receipt of such notice, prepay all of the Eurodollar Advances of such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such daythen outstanding, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay together with accrued interest on the principal amount so prepaid or converted to the date of such prepayment and all amounts dueamounts, if any, in connection with required to be paid pursuant to Section 2.11 as a result of such prepayment or conversion under Section 3.05being made on such date, (b) such Lender shall simultaneously make a Base Rate Advance to the Borrower on such date in an amount equal to the aggregate principal amount of the Eurodollar Advances prepaid to such Lender, and (c) the right of the Borrower to select Eurodollar Advances from such Lender for any subsequent Borrowing shall be suspended until such Lender shall notify the Borrower that the circumstances causing such suspension no longer exist. Each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation will would avoid the need for such notice effect of this paragraph and will would not, in the good faith reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender.

Illegality. If the Administrative Agent or 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 Eurocurrency Rate LoansLoans (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the 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, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies, currencies or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Applicable Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable such Eurocurrency Rate Loans of such Lender to 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 to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower such Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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 any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority having jurisdiction over such Lender has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Term SOFR Loans for any Available Tenor, or Alternate Base Rate Loans (collectively, the “Affected Loans”), or other Obligations, or to determine or charge interest rates based upon the Eurocurrency Ratethen-current 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 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 Rate Affected Loans in the affected applicable currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Alternate Base Rate Loans to Eurocurrency Rate Term SOFR Loans shall will 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, the Borrower shallParties will, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Affected Loans of such Lender to Alternate 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 Affected Loan to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Affected Loans. Upon any such prepayment or conversion, the Borrower shall Parties will also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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, if any Lender determines shall notify the Administrative Agent that the introduction of or any Law has made change in or in the interpretation of any law 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 such Lender or its applicable Eurodollar Lending Office to make, maintain or fund Eurocurrency perform its obligations hereunder to make Eurodollar Rate Loans, Advances or to determine fund or charge interest rates based upon the Eurocurrency Ratemaintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, any (i) the obligation of such Lender the Lenders to make or continue Eurocurrency Continue, or to Convert A Advances into, Eurodollar Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans Advances shall be suspended until such Lender notifies the Administrative Agent shall notify the Borrower and the Borrower Lenders that the circumstances giving rise to causing such determination suspension no longer exist. Upon receipt of such notice, exist and (ii) the Borrower shall, shall upon demand prepay in full all Eurodollar Rate Advances of all Lenders then outstanding, together with interest accrued thereon, unless the Borrower, within five Business Days of notice from such Lender (with a copy to the Administrative Agent), prepay orConverts all Eurodollar Rate Advances of all the Lenders then outstanding into Base Rate Advances in accordance with Section 2.10; provided that, if applicable and before making any such Loans are denominated in Dollarsdemand, convert all applicable Eurocurrency Rate Loans of such Lender agrees to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted use reasonable efforts (consistent with its internal policy and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation will avoid the need for would allow such notice Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and will would not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender.

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 make, maintain or fund any Eurocurrency Rate Loans, or to determine or charge interest rates based upon the applicable Eurocurrency Rate, then, on notice thereof by such Lender to the Parent Borrower through the Administrative Agent, any obligation of such Lender to make or continue any affected Eurocurrency Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to such Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Parent Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Parent Borrower shallmay revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans and shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable then outstanding affected Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Parent Borrower shall also pay accrued interest on the amount so prepaid or converted 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. (a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, for any Lender or its applicable Applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency RateRate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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 , (B) upon receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon , (C) upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for any such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. (b) If any provision of this Agreement or any of the other Loan Documents would obligate the Borrower to make any payment of interest with respect to any of the Revolving Credit Exposure or other amount payable to the Administrative Agent or any Revolving Credit Lender in an amount or calculated at a rate which would be prohibited by any Law then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by any applicable law or so result in a receipt by the Administrative Agent or such Revolving Credit Lender of interest with respect to its Revolving Credit Exposure at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid to the Administrative Agent or the affected Revolving Credit Lender under Section 2.08; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Administrative Agent or the affected Revolving Credit Lender which would constitute interest with respect to the Revolving Credit Exposure for purposes of any applicable law.

Illegality. (a) 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 Eurocurrency Eurodollar Rate LoansLoans (whether payable in Dollars or Canadian Dollars), or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Applicable Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Committed Loans or Canadian Prime Rate Loans, as the case may be, to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Applicable Agent and the Applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Applicable Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans or Canadian Prime Rate Loans, as the case may be, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Applicable Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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) Upon any Lender’s giving notice and suspending its obligations relating to Eurodollar Rate Loans in accordance with Section 3.02(a), the Company may replace such Lender in accordance with Section 11.15.

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 Eurocurrency LIBOR Rate Loans or BA Equivalent Loans, or to determine or charge interest rates based upon the Eurocurrency LIBOR Rate or the BA 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 or the Canadian Borrower, as applicable, through the Administrative Agent, Agent any obligation of such Lender to make or continue Eurocurrency LIBOR Rate Loans in the affected currency or currenciesBA Equivalent Loans, oras applicable, in the case of Eurocurrency Rate Loans denominated in Dollars, or to convert Convert Base Rate Loans or U.S. Index Rate Loans to Eurocurrency LIBOR Rate Loans or to Convert Canadian Prime Rate Loans to BA Equivalent Loans shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower or the Canadian Borrower, as applicable, that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower applicable Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert Convert all applicable Eurocurrency LIBOR Rate Loans of such Lender to Base Rate Loans or U.S. Index Rate Loans, as applicable, or Convert all BA Equivalent Loans of such Lender to Canadian Prime Rate Loans, as applicable, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans or BA Equivalent Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Rate Loans or BA Equivalent Loans. Upon any such prepayment or conversionConversion, the Borrower applicable Borrowers shall also pay accrued interest on the amount so prepaid or converted 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 LenderConverted.

Illegality. If any Applicable Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Effective Date that it is unlawful, for any such Applicable Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurocurrency Rate any Interest Period Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Applicable Lender to the Borrower Agent through the Administrative Agent, any obligation obligations of such Applicable Lender to make or continue Eurocurrency Rate Interest Period Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Floating Rate Loans to Eurocurrency Rate Interest Period Loans shall be suspended until such Applicable 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, the Borrower shall, Agent shall upon demand from such Applicable Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, either convert all applicable Eurocurrency Rate Interest Period Loans of such Lender to Base Floating Rate LoansLoans in the same currency, either on the last day of the Interest Period therefor, if such Applicable Lender may lawfully continue to maintain such Eurocurrency Rate Interest Period Loans to such day, or promptlyimmediately, if such Applicable Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrowers within the applicable Borrower Group shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Applicable Lender agrees to designate a different Lending Office lending office if such designation will avoid the need for such notice and will not, in the good faith judgment determination of such Applicable Lender, otherwise be materially disadvantageous to such Lenderit.

Illegality. If any Lender determines that any 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 Eurocurrency Rate LIBOR Loans, or to determine or charge interest rates based upon LIBOR or the Eurocurrency Canadian B/A 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 or to transact in bankers’ acceptances in the Canadian interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate LIBOR Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate LIBOR Loans or to make or continue B/A Equivalent Loans or to convert Canadian Prime Loans to B/A Equivalent 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 delivery of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), applicable Borrowers shall prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate LIBOR Loans of such Lender to U.S. Base Rate Loans, Canadian Base Rate Loans or German Base Rate Loans, as applicable, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate LIBOR Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate LIBOR Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. Upon delivery of such notice, the Canadian Borrower shall prepay or, if applicable, convert all B/A Equivalent Loans of such Lender to Canadian Prime Loans, either on the last day of the Contract Period therefor, if such Lender may lawfully continue to maintain such B/A Equivalent Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such B/A Equivalent Loans. Upon any such prepayment or conversion, the Canadian Borrower shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

Illegality. If any Lender determines that any Law or guideline has made it unlawfulunlawful or impermissible, or that any Governmental Authority has asserted that it is unlawfulunlawful or impermissible under any such guideline, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, in each case after the Closing Date then, on written notice thereof by such Lender to the Borrower Holdings 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, the Borrower shall, upon shall promptly following written demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully and in accordance with guidelines continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully or in accordance with guidelines continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 any Lender determines that any Law has made it unlawfulApplicable Law, or that any Governmental Authority has asserted that change therein, or any interpretation or change in interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency, shall make it is unlawful, unlawful or impossible for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loansits Eurodollar Advances, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through shall so notify the Administrative Agent, and the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower. Before giving any obligation of notice to the Administrative Agent pursuant to this Section 11.2, such Lender to make or continue Eurocurrency Rate Loans in shall designate a different lending office if such designation will avoid the affected currency or currencies, orneed for giving such notice and will not, in the case judgment of Eurocurrency Rate Loans denominated in Dollarssuch Lender, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise otherwise disadvantageous to such determination no longer existLender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, the Borrower shall, upon demand from such Lender (with a copy to shall repay in full the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans then outstanding principal amount of each Eurodollar Advance of such Lender to Base Rate Loansso affected, together with accrued interest thereon, either (a) on the last day of the Interest then current Eurodollar Advance Period therefor, applicable to such Advance if such Lender may lawfully continue to maintain and fund such Eurocurrency Rate Loans Eurodollar Advance to such day, day or promptly, (b) immediately if such Lender may not lawfully continue to fund and maintain such Eurocurrency Rate LoansEurodollar Advance to such day. Upon any Concurrently with repaying each Eurodollar Advance of such prepayment Lender, notwithstanding anything contained in Article 2 or conversionArticle 4 hereof, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate borrow a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of Base Rate Advance from such Lender, otherwise be materially disadvantageous and such Lender shall make such Base Rate Advance in an amount such that the outstanding principal amount of the Loans held by such Lender shall equal the outstanding principal amount of such Loans immediately prior to such Lenderrepayment.

Illegality. If any Lender determines (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawfulunlawful or that governmental request (whether or not having force of law) has made it impossible (upon the good faith compliance of such request by any Lender), for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate LoansLoans (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the 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, Dollars or any Alternative Currency in the applicable interbank market, then, on prompt notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies, currencies or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate 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. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

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 Eurocurrency Rate Loans (whether denominated in Dollars or any other Approved Currency) or Term SOFR Loans, or to determine or charge interest rates based upon the Eurocurrency RateRate or Term 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 Rate Loans or Term SOFR Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans and Term SOFR Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans or Term SOFR Loans, as applicable, 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans or Term SOFR Loans, as applicable, of such Lender to 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 such Term SOFR Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans or Term SOFR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section ‎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. For the avoidance of doubt, invalidity of the Term SOFR determined pursuant to clause (a) thereof without giving effect to clause (a)(ii) thereof shall not affect ability of the Borrower to incur Daily SOFR Loans pursuant to clause (a)(ii) of the definition thereof.

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 Eurocurrency Rate LoansLoans (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the 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, Dollars or any Alternative Currency with respect to which such Lender has a Commitment hereunder in the applicable interbank market, 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 Rate Loans in the affected currency or currencies, currencies or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans 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, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable such Eurocurrency Rate Loans of such Lender to 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 to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

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 Eurocurrency Rate LoansLoans (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the 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, Dollars or any Alternative Currency in the applicable interbank market, 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 Rate Loans in the affected currency or currencies, under the affected Class of Loans or Commitments or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Dollar Domestic Loans to Eurocurrency Rate Loans 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, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable such Eurocurrency Rate Loans of such Lender to 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 to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

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 Eurocurrency Rate LoansLoans (whether denominated in Dollars or a Foreign Currency), or to determine or charge interest rates based upon the 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, any Applicable Currency in the applicable interbank market, 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 Rate Loans in the affected currency Applicable Currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans in the Applicable Currency 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, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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 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 Eurocurrency Eurodollar Rate LoansLoans as it would otherwise be obligated hereunder to make, maintain or fund, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable Eurodollar interbank market, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation existing hereunder of such Lender to make or continue Eurocurrency Continue Eurodollar Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Convert Base Rate Loans to Eurocurrency Eurodollar Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert Convert all applicable Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversionConversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05Converted. 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 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 Eurocurrency EURIBO Rate Loans, Term SOFR Loans or RFR Loans, or to determine or charge interest rates based upon the Eurocurrency Adjusted EURIBO Rate, Term SOFR or the Daily Simple RFR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, (i) any obligation of such Lender to make EURIBO Rate Loans, Term SOFR Loans or RFR Loans or continue Eurocurrency EURIBO Rate Loans or Term SOFR Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, currencies or to convert Base Rate Loans to Eurocurrency EURIBO 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, the Borrower each Loan Party shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay such EURIBO Rate Loans, Term SOFR Loans or RFR Loans or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Term SOFR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency EURIBO Rate Loans, Term SOFR Loans or RFR Loans, as applicable, to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency EURIBO Rate Loans, Term SOFR Loans or RFR Loans, as applicable. Upon any such prepayment or conversion, the Borrower applicable Loan Party shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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 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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Parent 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Parent Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, or convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted 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, if any Lender determines shall notify the Agent that the introduction of or any Law has made change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority has asserted asserts that it is unlawful, for any Lender or its applicable Eurodollar Lending Office to make, maintain or fund Eurocurrency perform its obligations hereunder to make Eurodollar Rate Loans, Loans or to determine fund or charge interest rates based upon the Eurocurrency Ratemaintain Eurodollar Rate Loans hereunder, then, on notice thereof (a) each Eurodollar Rate Loan made by such Lender to will automatically, on the Borrower through last day of the Administrative Agentcurrent Interest Period or, any if required by law, upon such demand, Convert into a Base Rate Loan and (b) the obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate to Convert Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency into Eurodollar Rate Loans shall be suspended until the Agent shall notify the Borrower and such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist. Upon receipt ; provided, however, that before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such noticea designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans and would not, in the Borrower judgment of such Lender, be otherwise disadvantageous to such Lender. Each request for a Eurodollar Rate Borrowing or a Conversion into Eurodollar Rate Loans shall, upon demand from as to such affected Lender (with only, be deemed to be a copy request for a Base Rate Loan, and all payments and prepayments of principal which would otherwise have been applied to repay the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Eurodollar Rate Loans of such Lender shall instead be applied to repay or prepay the Base Rate Loans, either on the last day of the Interest Period therefor, if Loans made by such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such dayin lieu thereof, or promptlyresulting from the Conversion of, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 Lender determines that other provision herein, if the adoption of or any change in any Requirement of Law has made 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 or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency 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 maintain Eurodollar Rate Loans in the affected currency or currenciesMulticurrency Loans as contemplated by this Agreement, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies shall give notice thereof to the Administrative Agent and the Borrower that describing the circumstances giving rise relevant provisions of such Requirement of Law (and, if the Borrower shall so request, provide the Borrower with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agentillegality), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans following which (a) the commitment of such Lender hereunder to Base make Eurodollar Rate Loans or Multicurrency Loans, either continue Eurodollar Rate Loans or Multicurrency Loans as such and convert ABR Loans to Eurodollar Rate Loans shall forthwith be canceled, (b) such Lender's Loans then outstanding as Eurodollar Rate Loans (including, without limitation, such Lender's Eurodollar Rate Competitive Loans in the case of clause (ii), if any, shall be converted automatically to ABR Loans (i) on the respective last days of the then current Interest Periods with respect to such Loans or (ii) within such earlier period as required by law and (c) such Lender's Multicurrency Loans shall be prepaid on the last day of the then current Interest Period therefor, if with respect thereto or such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loansearlier period as required by law. Upon If any such prepayment conversion or conversionrepayment of a Eurodollar Rate Loan or Multicurrency Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts dueto such Lender such amounts, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees as may be required pursuant 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 Lendersubsection 2.17.

Illegality. (a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, for any Lender or its applicable Applicable Lending Office to make, maintain or fund Eurocurrency Rate LoansLoans (whether denominated in Dollars or Euro), or to determine or charge interest rates based upon the Eurocurrency RateRate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) 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 denominated in Dollars, to convert Base Rate 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. Upon , (B) upon receipt of such notice, the Borrower shall, Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable and such Loans loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon , and (C) upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for any such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. (b) If any provision of this Agreement or any of the other Loan Documents would obligate the Borrowers to make any payment of interest with respect to any of the Revolving Credit Exposure, Term Loans or other amount payable to the Administrative Agent or any Lender in an amount or calculated at a rate which would be prohibited by any Law then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by any applicable law or so result in a receipt by the Administrative Agent or such Lender of interest with respect to its Revolving Credit Exposure or Term Loans, as applicable, at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid to the Administrative Agent or the affected Lender under Section 2.08; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Administrative Agent or the affected Lender which would constitute interest with respect to the Revolving Credit Exposure or Term Loans, as applicable, for purposes of any applicable law.

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 Eurocurrency Rate LoansLoans (whether denominated in Dollars or any other Approved Currency), or to determine or charge interest rates based upon the Eurocurrency Rate, 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans 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. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted 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 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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, or convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies notify the Administrative Agent and the Borrower that the circumstances giving rise introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful for such Lender or its Lending Office to such determination no longer exist. Upon receipt perform its obligations under this Agreement to maintain any Eurocurrency Rate Advances of such noticeLender then outstanding hereunder or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or take deposits of, Dollars or any Foreign Currency in the applicable interbank market, then, notwithstanding anything herein to the contrary, the Borrower shall, upon demand from if demanded by such Lender in its notice, no later than 12:00 p.m. (with a copy to the Administrative AgentHouston, Texas time), prepay or, (a) if applicable and not prohibited by any Legal Requirement to maintain such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans Advances for the duration of such Lender to Base Rate Loansthe Interest Period, either on the last day of the Interest Period therefor, if for each outstanding Eurocurrency Rate Advance of such Lender may lawfully continue or (b) if prohibited by any Legal Requirement to maintain such Eurocurrency Rate Loans Advances for the duration of the Interest Period, on the second Business Day following its receipt of such notice from such Lender, then (i) with respect to such dayRevolving Advances denominated in a Foreign Currency, or promptly, if such Lender may not lawfully continue to maintain prepay such Eurocurrency Rate Loans. Upon any Advances of such prepayment Lender then outstanding and which are denominated in such affected currency or conversion, the Borrower shall also pay currencies together with all accrued interest on the amount so prepaid or converted prepaid, and all amounts dueamounts, if any, in connection with required to be paid pursuant to Section 2.8 as a result of such prepayment or conversion under being made on such date, and (ii) with respect to Revolving Advances denominated in Dollars, Convert all such Eurocurrency Rate Advances of such Lender then outstanding to Adjusted Base Rate Advances and pay accrued interest on the principal amount Converted to the date of such Conversion and amounts, if any, required to be paid pursuant to Section 3.052.8 as a result of such Conversion being made on such date. Each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation will would avoid the need for such notice effect of this paragraph and will would not, in the good faith reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender determines that the introduction, interpretation or administration of any Law has made shall, after the date hereof, make it unlawful, or that if any Governmental Authority has asserted asserts that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate Loans, or if any such circumstance materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Eurodollar Rate Committed 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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 any Lender determines that any Change in Law has made shall, after the date hereof, make it unlawful, or that if any Governmental Authority has asserted asserts that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate LoansLoans or to fund any Loans in any Foreign Currency, or if any such circumstance materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, any obligation of such Lender to make or continue affected Eurocurrency Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to affected Eurocurrency 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, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate LoansLoans in Dollars, 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 promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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 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 Eurocurrency Rate LoansEurodollar Loans in Dollars, or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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 Borrowers through the Administrative Agent, any obligation from the date of such Lender notice to make or continue Eurocurrency Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until date such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt : (a) any obligation of such notice, Lender to make or continue Eurodollar Loans in Dollars or to convert Base Rate Loans to Eurodollar Loans in Dollars shall be suspended and the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Eurodollar Loans are denominated in Dollars, or convert all applicable Eurocurrency Rate Eurodollar Loans of such Lender to Base Rate LoansLoans (with the Base Rate determined other than by reference to the Eurodollar Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Loans; and (b) if such notice relates to the unlawfulness or asserted unlawfulness of charging interest based on the Eurodollar Rate, then all Base Rate LoansLoans shall accrue interest at a Base Rate determined without reference to the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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 any Lender determines that any Change in Law has made shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender (or its applicable Applicable Lending Office Office) to make, maintain or fund Eurocurrency Rate Loans, any of its SOFR Loans or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by Alternative Currency Loans in any currency and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall forthwith give notice thereof to make or continue Eurocurrency Rate Loans in the affected currency or currenciesother Lenders and the Company, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended whereupon until such Lender notifies the Company and the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans obligation of such Lender to make SOFR Loans or Alternative Currency Loans in such currency, or to convert outstanding Loans into SOFR Loans or Alternative Currency Loans in such currency, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Lender shall designate a different Applicable Lending Office for SOFR Loans or Alternative Currency Loans, as applicable, if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each SOFR Loan or Alternative Currency Loan in such currency of such Lender then outstanding shall be converted to a Base Rate LoansLoan (in the case of an Alternative Currency Loan, in a principal amount determined on the basis of the Spot Rate on the date of conversion) either (a) on the last day of the then current Interest Period therefor, applicable to such SOFR Loan or Alternative Currency Loan if such Lender may lawfully continue to maintain and fund such Eurocurrency Rate Loans Loan to such day, day or promptly, (b) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Eurocurrency Rate LoansLoan to such day. Upon Interest and principal on any such prepayment or conversionBase Rate Loan shall be payable on the same dates as, and on a pro rata basis with, the Borrower shall also pay accrued interest and principal payable on the amount so prepaid related SOFR Loans or converted 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 Alternative Currency Loans of the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderother Lenders.

Illegality. If (a) Notwithstanding any Lender determines that other provision herein, if any change in any Requirement of Law has made 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 Bank to make or its applicable Lending Office maintain Eurodollar Loans as contemplated by this Agreement, (i) the commitment of such Bank hereunder to make, maintain or fund Eurocurrency Rate make Eurodollar Loans, continue Eurodollar Loans as such and convert Domestic Dollar Loans to Eurodollar Loans shall forthwith be cancelled and (ii) such Bank’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR Loans or to determine or charge interest rates Fixed Rate Bid Loans denominated in Dollars based upon the Eurocurrency Rate, then, ABR on notice thereof by such Lender to the Borrower through respective last days of 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise then current Interest Periods with respect to such determination no longer existLoans or within such earlier period as required by law. Upon receipt If any such conversion of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period thereforwith respect thereto, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans the Company shall pay to such day, or promptly, if Bank such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts dueamounts, if any, as may be required pursuant to subsection 2.16. (b) Notwithstanding any other provision herein, if there shall have occurred any change in connection with such prepayment national or conversion under Section 3.05. Each Lender agrees international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for any Bank to designate a different Lending Office if such designation will avoid make Loans denominated in any Foreign Currency to the need for such notice and will notCompany, in as contemplated by this Agreement, (i) the good faith judgment commitment of such LenderBank hereunder to make Foreign Currency Loans shall forthwith be cancelled and (ii) such Bank’s Loans then outstanding as Foreign Currency Loans, otherwise if any, shall be materially disadvantageous converted automatically to ABR Loans denominated in Dollars. If any conversion of a Foreign Currency Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Company shall pay to such LenderBank such amounts, if any, as may be required pursuant to subsection 2.16.

Illegality. If Notwithstanding any Lender determines that other provisions herein, if any Law has made present or future law, regulation, treaty or directive 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 Bank to make or maintain Eurocurrency Rate Loans or perform its applicable Lending Office obligations in respect of any Eurocurrency Rate Loans in an Optional Currency or Currencies, such Bank shall forthwith give notice of such circumstances to make, maintain or fund the Borrowers and the other Banks and thereupon (a) the commitment of such Bank to make Eurocurrency Rate Loans, to convert Revolving Credit Loans of another Type to Eurocurrency Rate Loans or to determine or charge interest rates based upon the Eurocurrency 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 Rate Loans in the affected currency or currenciessuch Optional Currency, or, in as the case of may be, shall forthwith be suspended and (b) such Bank's Revolving Credit Loans then outstanding as Eurocurrency Rate Loans and denominated in Dollars, if any, shall be converted automatically to convert Base Rate Loans to Eurocurrency Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the each Interest Period therefor, if such Lender may lawfully continue applicable to maintain such Eurocurrency Rate Loans to or within such day, or promptly, if such Lender earlier period as may not lawfully continue to maintain such be required by law and the Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted Loans then outstanding as Eurocurrency Rate Loans and all amounts duedenominated in Optional Currency, if any, in connection with shall be repaid on the last day of each Interest Period applicable to such prepayment Eurocurrency Rate Loan or conversion under Section 3.05within such earlier period as may be required by law. Each Lender of the Borrowers hereby agrees promptly to designate a different Lending Office if such designation will avoid pay the need Agent for such notice and will not, in the good faith judgment account of such LenderBank, otherwise be materially disadvantageous upon demand by such Bank, any additional amounts necessary to compensate such LenderBank for any costs incurred by such Bank in making any conversion in accordance with this ss.5.6, including any interest or fees payable by such Bank to lenders of funds obtained by it in order to make or maintain its Eurocurrency Rate Loans hereunder.

Illegality. (a) If any Lender Bank 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 Bank or its applicable Lending Office to make, maintain or fund Eurocurrency make Offshore Rate Loans, or to determine or charge interest rates based upon the Eurocurrency RateLoans (including Offshore Rate Loans in any Applicable Currency), then, on notice thereof by such Lender the Bank to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender that Bank to make or continue Eurocurrency Offshore Rate Loans (including in respect of any LIBOR Bid Loan as to which a Borrower has accepted such Bank's Competitive Bid, but as to which the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans Borrowing Date has not arrived) shall be suspended until such Lender the Bank notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of . (b) If a Bank determines that it is unlawful for such noticeBank to maintain any Offshore Rate Loan, the each applicable Borrower shall, upon its receipt of notice of such fact and demand from such Lender Bank (with a copy to the Administrative Agent), prepay or, if applicable and in full such Loans are denominated in Dollars, convert all applicable Eurocurrency Offshore Rate Loans of such Lender to Base Rate Loansthat Bank 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 Lender the Bank may lawfully continue to maintain such Eurocurrency Offshore Rate Loans to such day, or promptlyimmediately, if such Lender the Bank may not lawfully continue to maintain such Eurocurrency Offshore Rate LoansLoan. Upon If a Borrower is required to so prepay any Offshore Rate Committed Loan, then concurrently with such prepayment or conversionprepayment, the Borrower shall also pay accrued interest on borrow from the amount so prepaid or converted 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 notaffected Bank, in the good faith judgment amount of such Lenderrepayment, 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 Borrowers may elect, by giving notice to the Bank, through the Agent, that all Loans which would otherwise be materially disadvantageous to such Lendermade by the Bank as Offshore Rate Committed Loans shall be instead Base Rate Committed Loans.

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 Eurocurrency Rate LoansLoans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, or any Governmental Authority has imposed material restrictions on notice thereof by the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable interbank market (each an “Affected Eurodollar Rate Loan”), then (a) such Lender shall promptly give written notice of such circumstances to the Borrower through the Administrative Agent, any which notice shall be withdrawn whenever such circumstances no longer exist, (b) the obligation of such Lender hereunder to make Affected Eurodollar Rate Loans, continue Affected Eurodollar Rate Loans as such and to convert a Base Rate Loan to an Affected Eurodollar Rate Loan shall forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or continue Eurocurrency maintain such Affected Eurodollar Rate Loans, such Lender shall then have a commitment only to make a Base Rate Loan when an Affected Eurodollar Rate Loan is requested, and (c) such Lender’s Loans in the affected currency or currenciesof a Class then outstanding as Affected Eurodollar Rate Loans, orif any, in the case of Eurocurrency Rate Loans denominated in Dollars, shall be converted automatically to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies of the Administrative Agent and same Class on the Borrower that respective last days of the circumstances giving rise then current Interest Periods with respect to such determination no longer existLoans or within such earlier period as required by Law. Upon receipt If any such conversion or prepayment of such notice, the Borrower shall, upon demand from such Lender (with an Affected Eurodollar Rate Loan occurs on a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on day which is not the last day of the then current Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversionwith respect thereto, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts dueto such Lender such amounts, if any, in connection with such prepayment or conversion under as may be required pursuant to 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. (a) If any Lender Bank 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 Bank or its applicable Lending Office to make, maintain or fund Eurocurrency make Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender the Bank to the Borrower Company through the Administrative Agent, any obligation of such Lender that Bank to make or continue Eurocurrency Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans shall be suspended until such Lender the Bank 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 Bank determines that it is unlawful to maintain any Eurodollar Rate Loan, the Borrower Company shall, upon its receipt of notice of such fact and demand from such Lender Bank (with a copy to the Administrative Agent), prepay or, if applicable and in full such Loans are denominated in Dollars, convert all applicable Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loansthat Bank 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 Lender the Bank may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender the Bank may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loan. If the Company is required to so prepay any Eurodollar Rate Loan, then concurrently with such prepayment, the Company shall borrow from the affected Bank, in the amount of such repayment, a Base Rate Loan. (c) If the obligation of any Bank to make or maintain Eurodollar Rate Loans has been so terminated or suspended, the Company may elect, by giving notice to the Bank through the Agent that all Loans which would otherwise be made by the Bank as Eurodollar Rate Loans shall be instead Base Rate Loans. Upon . (d) Before giving any such prepayment or conversionnotice to the Agent under this Section, the Borrower affected Bank shall also pay accrued interest on the amount so prepaid or converted 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 with respect to its Eurodollar 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, the Bank be illegal or otherwise be materially disadvantageous to such Lenderthe Bank.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans or Federal Funds Rate Loans to Eurocurrency Eurodollar Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts dueconverted. If the Borrower is required to so prepay any such Eurodollar Rate Loan, if any, in connection then concurrently with such prepayment prepayment, the Borrower may borrow from the affected Lender a Base Rate Loan or conversion under Section 3.05a Federal Funds Rate Loan in the amount of such prepayment. 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 any Lender determines that any 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 Eurocurrency Eurodollar Rate Loans or, in the case of the Swing Line Lender, IBOR Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate or, in the case of the Swing Line Lender, the IBOR Rate, 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 Eurodollar Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency IBOR Rate Loans denominated in Dollars, or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans or IBOR 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, the Borrower Company shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Eurodollar Rate Loans or IBOR Rate Loans, as applicable, of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if therefor or on such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if earlier date as such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans or IBOR Rate Loans, as applicable. Upon any such prepayment or conversion, the Borrower Company shall also pay accrued interest on the amount so prepaid converted. Thereafter, for so long as such circumstances continue, all Loans which would otherwise be made or converted and all amounts duemaintained by such Lender as Eurodollar Rate Loans or IBOR Rate Loans, if anyas applicable, in connection with such prepayment or conversion under Section 3.05shall be Base Rate Loans. 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 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Eurodollar Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency of such Lender’s Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Notwithstanding the foregoing, and despite the illegality for such a Lender to make, maintain or fund Eurodollar Rate Loans or Base Rate Loans as to which the interest rate is based on the Eurodollar Rate, that Lender shall remain committed to make Base Rate Loans and shall be entitled to recover interest at the Base Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

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 Eurocurrency Rate Loansor charge interest with respect to any Loan or Letter of Credit, or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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 Borrowers through the Administrative Agent, any obligation from the date of such Lender notice to make or continue Eurocurrency Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until date such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt : (a) any obligation of such notice, Lender to make or continue Eurodollar Loans in Dollars or to convert Base Rate Loans to Eurodollar Loans in Dollars shall be suspended and the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Eurodollar Loans are denominated in Dollars, or convert all applicable Eurocurrency Rate Eurodollar Loans of such Lender to Base Rate LoansLoans (with the Base Rate determined other than by reference to the Eurodollar Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Loans; and (b) if such notice relates to the unlawfulness or asserted unlawfulness of charging interest based on the Eurodollar Rate, then all Base Rate LoansLoans shall accrue interest at a Base Rate determined without reference to the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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 any Lender reasonably determines that the introduction of any Law Law, or any change in any Law, or in the interpretation or administration of any Law, occurring after the date of this Agreement has made it unlawful, or that any Governmental Authority has asserted after the date of this Agreement that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate LoansLoans in any Available Currency, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, or any Governmental Authority has imposed after the date of this Agreement material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, any Available Currency in the applicable interbank market, 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 Eurodollar Rate Loans in the affected currency or currencies, Available Currency or, in where the case of Eurocurrency Rate Loans denominated in affected Available Currency is Dollars, to convert Base Rate Loans to Eurocurrency Eurodollar Rate Committed 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, the Borrower Loan Parties shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency such Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Loan Parties shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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 If, on or 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 bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender determines that (or its Applicable Lending Office) with any Law has made request or directive (whether or not having the force of law) of any such authority, central bank 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 applicable Euro-Dollar Lending Office Office) to make, maintain or fund Eurocurrency Rate Loansits Euro-Dollar Loans and such Lender shall so notify the Agent, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on Agent shall forthwith give notice thereof by such Lender to the Borrower through other Lenders and the Administrative AgentBorrower, 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans obligation of such Lender to make Euro-Dollar Loans, or to convert outstanding Base Rate Loans into Euro-Dollar Loans, either on the last day of the or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period thereforshall be suspended. Before giving any notice to the Agent pursuant to this Section 8.02, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender. If such notice is given, all Euro-Dollar Loans of such Lender then outstanding shall be converted to Base Rate Loans either (a) on the last day of the then current Interest Period applicable to such Euro-Dollar Loans if such Lender may lawfully continue to maintain and fund such Loans to such day or (b) immediately if such Lender may not lawfully continue to maintain and fund such Loans to such day.

Illegality. If If, after the Closing Date, the adoption of any Lender determines that any Law has made it unlawfulapplicable law, rule or regulation, or that any Governmental Authority has asserted that change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Eurocurrency Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it is unlawful, unlawful or impossible for any Lender Bank (or its applicable Eurocurrency Lending Office Office) to honor its binding legal obligation hereunder to make, maintain or fund its Eurocurrency Rate LoansLoans in any Syndicated Currency or any Swingline Loan (other than a Swingline Loan in Dollars to the Company) to any Borrower and such Bank shall so notify the Agent, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on Agent shall forthwith give notice thereof by such Lender to the Borrower through other Banks and the Administrative AgentBorrowers, 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended whereupon until such Lender Bank notifies the Administrative Agent Borrowers and the Borrower Agent that the circumstances giving rise to such determination suspension no longer exist. Upon receipt , the obligation of such notice, the Bank to make Eurocurrency Loans or such Swingline Loans in such currency to such Borrower shall, upon demand from such Lender (with a copy or to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate outstanding Loans to such dayBorrower as Eurocurrency Loans or such Swingline Loans, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if anyas applicable, in connection with such prepayment or conversion under Section 3.05currency shall be suspended. Each Lender agrees Before giving any notice to the Agent pursuant to this Section, such Bank shall designate a different Eurocurrency Lending Office if such designation will avoid the need for giving such notice and will not, in the good faith judgment of such LenderBank, be otherwise be materially disadvantageous to such LenderBank. If such notice is given with respect to a Borrower's Eurocurrency Loans denominated in Dollars, or Swingline Loans made to Masco Europe denominated in Dollars, each such Loan of such Bank then outstanding shall be converted to a Floating Rate Loan either (a) on the last day of the then current Interest Period applicable to such Loan if such Bank may lawfully continue to maintain and fund such Loan as a Eurocurrency Loan or Swingline Loan, as applicable, in Dollars to such day or (b) immediately if such Bank shall determine that it may not lawfully continue to maintain and fund such loan as a Eurocurrency Loan or Swingline Loan, as applicable, in Dollars to such day. Interest and principal on any such Floating Rate Loan shall be payable on the same dates as, and on a pro rata basis with, the interest and principal payable on the related Eurocurrency Loans of the other Banks. If such notice is given with respect to a Borrower's Eurocurrency Loans denominated in euro or Swingline Loan in any currency other than Dollars, such Borrower shall prepay such Loan (i) on the last day of the then current Interest Period if such Bank may lawfully continue to maintain and fund such Loan as a Eurocurrency Loan or Swingline Loan, as applicable, in such currency to such day, or (ii) immediately if such Bank shall determine that it may not lawfully continue to maintain and fund such Loan as a Eurocurrency Loan or Swingline Loan, as applicable, in such currency to such day.

Illegality. If If, after the Effective Date, the introduction of or any Lender determines that ---------- change in any Law has made applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender such Bank (or its applicable Lending Office Office) to make, maintain or fund Eurocurrency Rate its Eurodollar Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on such Bank shall forthwith give written notice thereof by such Lender to the 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances to Borrower. Before giving rise any notice pursuant to this Section, such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Bank shall also pay accrued interest on the amount so prepaid or converted 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 giving such notice and will not, not be otherwise disadvantageous to such Bank in the good faith sole judgment of such LenderBank. Upon receipt of such notice (a) if such Bank has received a request with respect to Eurodollar Loans and has not yet made such Loan, a Base Rate Loan shall be deemed to have been designated without any further notice; (b) all Loans which would otherwise be materially disadvantageous made by such Bank as Eurodollar Loans shall be made instead as Base Rate Loans; and (c) Borrower shall prepay in full, without premium or penalty, the then outstanding principal amount of such Bank's Eurodollar Loans, together with accrued interest, on either (i) the last day of the then-current Interest Period if such Bank may lawfully continue to fund and maintain such Eurodollar Loans, to such Lenderday or (ii) immediately if such Bank may not lawfully continue to fund and maintain such Eurodollar Loans to such day together with an amount, if any, calculated as set forth in the last sentence of Section 3.4. Concurrently with prepaying each such Eurodollar Loan Borrower shall borrow a Base Rate Loan from such Bank in an amount equal to the principal amount of such Bank's Eurodollar Loans, the proceeds of which are deemed to have been used to repay such Bank's Eurodollar Loans. If circumstances subsequently change so that such Bank is not further affected, and no Eligible Assignee has been appointed pursuant to Section 3.8, such Bank shall so notify Borrower and Administrative Agent and such Bank's obligation to make and continue Eurodollar Loans shall be reinstated upon written request of Borrower.

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 Eurocurrency Rate LoansLoans (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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 or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies, currencies or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable such Eurocurrency Rate Loans of such Lender to 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 to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, due under Section 3.05 in connection accordance with the terms thereof due to such prepayment or conversion under Section 3.05conversion. 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 any Revolving Credit Lender reasonably determines that any 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 Eurocurrency Eurodollar Rate Loans or BA Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Base Rate or BA Rate, or any Governmental Authority has imposed material restrictions on the authority 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 Representative through the Administrative Agent, any obligation of such Revolving Credit Lender to make or continue Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency BA Rate Loans denominated in Dollars, or to convert Base Rate Loans or Canadian Base Rate Loans to Eurocurrency Eurodollar Rate Loans or BA Rate Loans or Canadian Prime Rate Loans to BA Rate Loans shall be suspended until such Revolving Credit Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon within one Business Day of demand therefor from such Revolving Credit Lender to the Borrower Representative (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Eurodollar Rate Loans or BA Rate Loans of such Revolving Credit Lender to Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, either on the last day of the Interest Period therefor, if such Revolving Credit Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Revolving Credit Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans or BA Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

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 Eurocurrency Eurodollar Rate Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Eurodollar Rate 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, with the computation of such additional amount to be set forth in writing, certified by such Lender, and delivered to the Borrower, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay interest then accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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 If, on or 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 bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender determines that (or its Applicable Lending Office) with any Law has made request or directive (whether or not having the force of law) of any such authority, central bank 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 applicable Euro-Dollar Lending Office Office) to make, maintain or fund Eurocurrency Rate Loansits Euro-Dollar Loans and such Lender shall so notify the Agent, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on Agent shall forthwith give notice thereof by such Lender to the Borrower through other Lenders and the Administrative AgentBorrower, 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans obligation of such Lender to make Euro-Dollar Loans, or to convert outstanding Base Rate Loans into Euro-Dollar Loans, either on the last day of the or to convert outstanding Euro-Dollar Loans into Euro-Dollar Loans with a different Interest Period thereforshall be suspended. Before giving any notice to the Agent pursuant to this Section 8.02, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender. If such notice is given, all Euro-Dollar Loans of such Lender then outstanding shall be converted to Base Rate Loans either (a) on the last day of the then current Interest Period applicable to such Euro-Dollar Loans if such Lender may lawfully continue to maintain and fund such Loans to such day or (b) immediately if such Lender may not lawfully continue to maintain and fund such Loans to such day.

Illegality. If If, after the date of this Agreement, the adoption of any Lender determines that any Law has made it unlawfulapplicable law, rule or regulation, or that any Governmental Authority has asserted that change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it is unlawful, unlawful or impossible for any Lender Bank (or its applicable Applicable Lending Office Office) to make, continue, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by its Term Benchmark Loans and such Lender to the Borrower through Bank shall so notify 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent shall forthwith give notice thereof to the other Banks and the Borrower Company, whereupon until such Bank notifies the Company and the Administrative Agent that the circumstances giving rise to such determination suspension no longer exist. Upon receipt , the obligation of such notice, the Borrower shall, upon demand from such Lender (with a copy Bank to make Term Benchmark Loans shall be suspended. Before giving any notice to the Administrative Agent)Agent pursuant to this Section 8.02, prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Bank shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the good faith judgment of such LenderBank, be otherwise be materially disadvantageous to such LenderBank. If such Bank shall determine that it may not lawfully continue to maintain and fund any of its outstanding Term Benchmark Loans to maturity and shall so specify in such notice, the Company shall immediately prepay in full the then outstanding principal amount of each such Term Benchmark Loan, together with accrued interest thereon. Concurrently with prepaying each such Term Benchmark Loan, the Company shall borrow ABR Loans in an equal principal amount from such Bank (on which interest and principal shall be payable contemporaneously with the related Term Benchmark Loans of the other Banks), and such Bank shall make such ABR Loans.

Illegality. (a) If any Lender Bank 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 Bank or its applicable Lending Office to make, maintain or fund Eurocurrency make Offshore Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender the Bank to the Borrower Company through the Administrative Agent, any obligation of such Lender that Bank to make or continue Eurocurrency additional Offshore Rate Loans (including in respect of any LIBOR Bid Loan as to which the affected currency or currenciesCompany has accepted such Bank's Competitive Bid, or, in but as to which the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans Borrowing Date has not arrived) shall be suspended until such Lender the Bank 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 Bank determines that it is unlawful to maintain any Offshore Rate Loan, the Borrower Company shall, upon its receipt of notice of such fact and demand from such Lender Bank (with a copy to the Administrative Agent), prepay or, if applicable and in full such Loans are denominated in Dollars, convert all applicable Eurocurrency Offshore Rate Loans of such Lender to Base Rate Loansthat Bank then outstanding, together with interest accrued thereon and amounts required under Section 3.04, either on the last day of the Interest Period thereforthereof, if such Lender the Bank may lawfully continue to maintain such Eurocurrency Offshore Rate Loans to such day, or promptlyimmediately, if such Lender the Bank may not lawfully continue to maintain such Eurocurrency Offshore Rate LoansLoan. Upon If the Company is required to so prepay any Offshore Rate Committed Loan, then concurrently with such prepayment or conversionprepayment, the Borrower Company shall also pay accrued interest on borrow from the affected Bank, and the affected Bank shall lend to the Company, in the amount of such repayment, a Base Rate Committed Loan. (c) If the obligation of any Bank to make or maintain Offshore Rate Committed Loans has been so prepaid terminated or converted and suspended, the Company may elect, by giving notice to the Bank through the Agent that all amounts dueLoans which would otherwise be made by the Bank as Offshore Rate Committed Loans shall be instead Base Rate Committed Loans. (d) Before giving any notice to the Agent under this Section, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to the affected Bank shall designate a different Lending Office with respect to its Offshore 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 Lenderthe Bank, be illegal or otherwise be materially disadvantageous to the Bank in such LenderBank's reasonable judgment.

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 Eurocurrency Rate LoansLoans or Bankers’ Acceptances, or to determine or charge interest rates based upon the Eurocurrency RateRate or Bankers’ Acceptances, 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 in the London interbank market, 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, Bankers’ Acceptances or to convert Base Rate Loans to Eurocurrency Rate Loans or Bankers’ Acceptances, as applicable 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, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to into US Base Rate Loans or US Prime Rate Loans, as applicable, and convert all Bankers’ Acceptances (or BA Equivalent Notes) of such Lender into Cdn. Prime Rate Loans, as applicable, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans or Bankers’ Acceptances to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate LoansLoans or Bankers’ Acceptances. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest interest, if any, on the amount so prepaid or converted 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 Lenderconverted.

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 Eurocurrency Eurodollar Rate Loans (whether denominated in Dollars or an Alternative Currency) or, in the case of the Swing Line Lender, IBOR Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate or, in the case of the Swing Line Lender, the IBOR 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 or any Alternative Currency in the applicable interbank market, 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 Eurodollar Rate Loans in the affected currency or currencies, currencies or, in the case of Eurocurrency Eurodollar Rate Loans denominated or IBOR Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans 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, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency such Eurodollar Rate Loans or IBOR Rate Loans, as applicable, of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans or IBOR Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans or IBOR Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

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 Eurocurrency Rate EURIBOR Loans or RFR Loans, as applicable, or to determine or charge interest rates based upon the Eurocurrency RateEURIBOR Loans or RFR Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make EURIBOR Loans or RFR Loans or continue Eurocurrency Rate Term SOFR Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Term 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, the Borrower (i) may revoke any pending request for a Borrowing of, conversion to, or continuation of EURIBOR Loans or RFR Loans, as the case may be, or (ii) shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Term SOFR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Term SOFR Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Term SOFR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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 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 Eurocurrency Rate Loans or Alternative Currency Daily Rate Revolving Loans, or to determine or charge interest rates based upon the Eurocurrency Rate or the Alternative Currency Daily Rate, or to purchase or sell, or to take deposits of, any Alternative Currency in the applicable interbank market, as applicable, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate such Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 good-faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If at any time any Lender determines that any 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 Eurocurrency Rate Eurodollar Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, the London interbank dollar market, or to determine or charge interest rates based upon the Eurocurrency Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower (through the Administrative Agent) to Lufkin, any obligation of such Lender to make or continue Eurocurrency Rate Eurodollar Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate ABR Loans to Eurocurrency Rate Eurodollar Loans shall be suspended until such Lender notifies (through the Administrative Agent and the Borrower Agent) notifies Lufkin that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to through the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Eurodollar Loans of such Lender to Base Rate ABR Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Eurodollar Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts dueconverted. If a Lender gives a notice under this Section 2.19, if anysuch Lender shall, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees upon the request of the Borrowers, use reasonable efforts to designate a different Lending Office if lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation will avoid (i) would eliminate the need for such notice and will not, in the good faith judgment of (ii) would not subject such Lender, Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrowers hereby jointly and severally agree to pay all reasonable costs and expenses incurred by such Lender in connection with any such designation.

Illegality. If any Lender determines that any Requirement of 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 Eurocurrency Rate Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurocurrency 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, 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 promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all converted, together with any amounts due, if any, in connection due with such prepayment or conversion under respect thereto pursuant to Section 3.053.14. 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. (a) If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurodollar Rate Loans, (i) any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate ABR Loans to Eurocurrency Eurodollar Rate 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 , (ii) upon receipt of such notice, the Borrower shall, shall upon written demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon , and (iii) upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.052.17. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for any such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. (b) If any provision of this Agreement or any of the other Loan Documents would obligate the Borrower to make any payment of interest with respect to any of the Loans or Commitments or other amount payable to the Administrative Agent or any Lender in an amount or calculated at a rate which would be prohibited by any Law then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by any applicable Law or so result in a receipt by the Administrative Agent or such Lender of interest with respect to its Loans and Commitments at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rate of interest required to be paid to the Administrative Agent or the affected Lender under Section 2.07; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Administrative Agent or the affected Lender which would constitute interest with respect to the Loans or Commitments for purposes of any applicable Law.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Adjusted 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, Dollars in the applicable interbank market, 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. 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. If such Lender does not designate a different Lending Office to avoid the need for such notice, the Company may replace such Lender in accordance with Section 11.16.

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 Eurocurrency RateTerm SOFR Loans, RFR Loans or Alternative Currency Daily Rate Revolving Loans, or to determine or charge interest rates based upon the Eurocurrency RateTerm SOFR, an RFR or the Alternative Currency Daily Rate, or to purchase or sell, or to take deposits of, any Alternative Currency in the applicable interbank market, as applicable, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate such Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate RateTerm SOFR Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans RateTerm 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in DollarsDollarsTerm SOFR Loans or RFR Loans (or, with respect to Term SOFR Loans, convert all applicable Eurocurrency Rate Ratesuch Term SOFR Loans of such Lender to Base Rate LoansLoans (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 SOFR component of Base Rate)), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate RateTerm SOFR Loans or RFR Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate RateTerm SOFR Loans or RFR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 good-faith judgment 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 or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, (i) 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency 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 Eurocurrency 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 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 If, on or after the date of this Agreement, the adoption of any applicable Law, or any change in any applicable Law, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender determines that (or its Applicable Lending Office) with any Law has made request or directive (whether or not having the force of Law) of any such authority, central bank 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 applicable Applicable Lending Office Office) to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by any of its Eurodollar Loans and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall forthwith give notice thereof to make or continue Eurocurrency Rate Loans in the affected currency or currenciesother Lenders and the Borrower, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended whereupon until such Lender notifies the Borrower and the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans obligation of such Lender to Base Rate make Eurodollar Loans, either on or to convert outstanding Loans into Eurodollar Loans, shall be suspended. Before giving any notice to the last day of the Interest Period thereforAdministrative Agent pursuant to this Section 3.02, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender. If such notice is given, each Eurodollar Loan of such Lender then outstanding shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain and fund such Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan to such day.

Illegality. If In the event that it becomes unlawful or, by reason of a Change in Law, 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 unable to honor its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency 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 Rate Loans in the affected currency or currenciesmaintain Eurodollar Loans, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until then such Lender notifies the Administrative Agent and will promptly notify the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender event (with a copy to the Administrative Agent), prepay or, if applicable ) and such Lender’s obligation to make or to Continue, or to Convert Loans are denominated in Dollarsof any other Type into, convert all applicable Eurocurrency Eurodollar Loans shall be suspended until such time as such Lender may again make and maintain Eurodollar Loans. During such period of suspension, the Loans that would otherwise be made by such Lender as Eurodollar Loans shall be made instead by such Lender as Base Rate Loans of and each Loan made by such Lender to Base Rate Loansand outstanding will automatically, either on the last day of the then existing Interest Period therefortherefor if such Loan may lawfully remain outstanding until the end of such Interest Period, and otherwise immediately, Convert into a Base Rate Loan (or, if such Lender may lawfully Loan is then a Base Rate Loan, will continue to maintain such Eurocurrency as a Base Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05Loan). Each Lender agrees to use reasonable efforts, including using reasonable efforts to designate a different Lending Office if such designation will avoid lending office for funding or booking its Loans or to assign its rights and obligations under the need for such notice and will notFinancing Documents to another of its offices, branches or affiliates, if, in the good faith reasonable judgment of such Lender, such designation or assignment (a) would eliminate or avoid such illegality and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, that prior to incurring any such costs or expenses such Lender provides written notice to the Borrower setting forth in reasonable detail a good faith estimate of such costs and expenses.

Illegality. (a) If any Lender determines shall determine that the introduction of any Law Requirement of Law, or any change in or in the interpretation thereof has made it unlawful, or that any central bank or other Governmental Authority has asserted shall assert that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain make or continue to fund Eurocurrency Rate Loans, Loans as Eurodollar Loans or to determine or charge interest rates based upon the Eurocurrency Rateconvert Loans into Eurodollar Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any the obligation of such Lender to make or to continue Eurocurrency Rate to fund Loans in the affected currency as Eurodollar Loans or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate any Loans to Eurocurrency Rate into Eurodollar 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 exist. Upon receipt of . (b) If a Lender shall determine that it is unlawful to maintain any Eurodollar Loan made by such noticeLender, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), shall prepay or, if applicable and such Loans are denominated in Dollars, convert full all applicable Eurocurrency Rate Eurodollar Loans of such Lender to Base Rate Loansthen outstanding, together with interest accrued thereon, either on the last day of the then current Interest Period therefor, applicable to each such Eurodollar Loan if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans Eurodollar Loan to such day, or promptlyimmediately, together with any amounts required to be paid pursuant to Section 3.11, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Loan to such day, unless the Borrower, on or prior to the date on which it would otherwise be required to prepay such Eurodollar Loan, converts all Eurodollar Loans of such Lender then outstanding into Reference Rate Loans. Upon . (c) Notwithstanding the foregoing, if the obligation of any such prepayment Lender to make or conversionmaintain Eurodollar Loans has been suspended, the Borrower shall also pay accrued interest on may elect by giving notice to such Lender through the amount so prepaid or converted and Administrative Agent that 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, Loans which would otherwise be materially disadvantageous to made or maintained by such LenderLender as Eurodollar Loans shall be instead Reference Rate Loans.

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 Eurocurrency Eurodollar Rate Loans or IBOR Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate or IBOR 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency IBOR Rate Loans denominated in Dollars, or to convert Base Rate Loans to Eurocurrency Eurodollar Rate Loans or IBOR Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Eurodollar Rate Loans or IBOR Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans or IBOR Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans or IBOR Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, due under Section 3.5 in connection accordance with the terms thereof due to such prepayment or conversion under Section 3.05conversion. 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 any Lender determines that any 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 Eurocurrency Rate LoansLoans in any currency, or to determine or charge interest rates based upon the 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 any applicable currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower Prologis through the Administrative Agent, any obligation of such Lender to make make, continue or continue convert Loans to Eurocurrency Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Prologis that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in DollarsDollars under the U.S. Tranche, Yen under the Yen Tranche, Sterling under the Sterling Tranche or Euro under the Euro Tranche, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, ABR Rate Loans or Substitute Rate Loans, as applicable, either on the last day of the Interest Period therefor, if therefor or on such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if earlier date on which such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate a different another Lending Office if such designation will avoid the need for such notice and will notnotice; provided that such efforts are made on terms that, in the good faith sole judgment of such Lender, otherwise be materially disadvantageous cause such Lender and its Lending Office(s) to such Lendersuffer no economic, legal or regulatory disadvantage.

Illegality. If Notwithstanding any Lender determines other provision herein, if any Change in Law occurring after the date that any Law has made lender becomes a Lender party to this Agreement shall (a) make it unlawfulunlawful for such Lender to make or maintain Eurodollar Loans as contemplated by this Agreement or (b) make it impracticable for such Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that any Governmental Authority has asserted that it is unlawfulmarket, then the commitment of such Lender hereunder to make Eurodollar Loans or to convert all or a portion of Alternate Base Rate Loans into Eurodollar Loans shall forthwith be suspended until such time, if any, as such illegality shall no longer exist and such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Alternate Base Rate Loans for any Lender or its the duration of the respective Interest Periods (or, if permitted by applicable Lending Office law, at the end of such Interest Periods) and all payments of principal which would otherwise be applied to make, maintain or fund Eurocurrency such Eurodollar Loans shall be applied instead to such Lender’s Alternate Base Rate Loans. The Borrower hereby agrees to pay any Lender, or promptly upon its demand, any amounts payable pursuant to determine or charge interest rates based upon the Eurocurrency Ratesubsection 3.12 in connection with any conversion in accordance with this subsection 3.10 (such Lender’s notice of such costs, then, on notice thereof by as certified in reasonable detail as to such Lender amounts to the 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agentconclusive absent manifest error), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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. (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 Eurocurrency make Offshore Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower Holdings through the Administrative Agent, any obligation of such that Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Offshore Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Holdings 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 Offshore Rate Loan, the Borrower Holdings shall, upon its receipt of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and in full such Loans are denominated in Dollars, convert all applicable Eurocurrency Offshore Rate Loans of such that Lender to Base Rate Loansthen 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 Lender may lawfully continue to maintain such Eurocurrency Offshore Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Offshore Rate Loan. If Holdings is required to so prepay any Offshore Rate Loan, then concurrently with such prepayment, Holdings shall borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan. (c) If the obligation of any Lender to make or maintain Offshore Rate Loans has been so terminated or suspended, Holdings may elect, by giving notice to such Lender through the Administrative Agent that all Loans which would otherwise be made by such Lender as Offshore Rate Loans shall be instead Base Rate Loans. Upon . (d) Before giving any such prepayment or conversionnotice to the Administrative Agent under this Section 4.02, the Borrower affected Lender shall also pay accrued interest on the amount so prepaid or converted 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 with respect to its Offshore 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 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 or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies notify the Administrative Agent and the Borrower that the circumstances giving rise introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful for such Lender or its Lending Office to such determination no longer exist. Upon receipt perform its obligations under this Agreement to maintain any Eurocurrency Rate Advances of such noticeLender then outstanding hereunder or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or take deposits of, Dollars or any Foreign Currency in the applicable interbank market, then, notwithstanding anything herein to the contrary, the Borrower shall, upon demand from if demanded by such Lender in its notice, no later than 12:00 p.m. (with a copy to the Administrative AgentHouston, Texas time), prepay or, (a) if applicable and not prohibited by any Legal Requirement to maintain such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans Advances for the duration of such Lender to Base Rate Loansthe Interest Period, either on the last day of the Interest Period therefor, if for each outstanding Eurocurrency Rate Advance of such Lender may lawfully continue or (b) if prohibited by any Legal Requirement to maintain such Eurocurrency Rate Loans Advances for the duration of the Interest Period, on the second Business Day following its receipt of such notice from such Lender, then (i) with respect to such dayRevolving Advances denominated in a Foreign Currency, or promptly, if such Lender may not lawfully continue to maintain prepay such Eurocurrency Rate Loans. Upon any Advances of such prepayment Lender then outstanding and which are denominated in such affected currency or conversion, the Borrower shall also pay currencies together with all accrued interest on the amount so prepaid or converted prepaid, and all amounts dueamounts, if any, in connection with required to be paid pursuant to Section 2.8 as a result of such prepayment or conversion under being made on such date, and (ii) with respect to Revolving Advances denominated in Dollars, Convert all such Eurocurrency Rate Advances of such Lender then outstanding to Prime Rate Advances and pay accrued interest on the principal amount Converted to the date of such Conversion and amounts, if any, required to be paid pursuant to Section 3.052.8 as a result of such Conversion being made on such date. Each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation will would avoid the need for such notice effect of this paragraph and will would not, in the good faith reasonable judgment of such Lender, be 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 or its applicable Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Eurodollar Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlypromptly (but in any case not later than the second Business Day of receipt of such notice), if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to use reasonable efforts to change the jurisdiction of its Lending Office or designate a different Lending Office so that it is once again lawful for such Lender to make, maintain and fund Eurodollar Rate Loans if such change or 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 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Eurodollar Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05converted. Each Lender agrees to designate a different Lending Office if such designation will avoid of the need initial Lenders represents and warrants that it has not, as of the date of this Agreement, made any determination of the type referenced in the first sentence of this Section 3.02, and is not aware of any basis for such notice a determination, and will not, in the good faith judgment of such Lender, otherwise each Eligible Assignee who subsequently becomes a Lender pursuant to Section 10.06 shall be materially disadvantageous deemed to have made a representation and warranty to such Lendereffect, as of the effective date of the applicable assignment.

Illegality. If Notwithstanding any Lender determines that other provision herein, if the adoption of or any change in any Requirement of Law has made 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 or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or maintain Eurocurrency Loans as contemplated by this Agreement, such Lender shall give notice thereof to the Agent and the Company describing the relevant provisions of such Requirement of Law (and, if the Company shall so request, provide the Company with a memorandum or opinion of counsel of recognized standing (as selected by such Lender) as to such illegality), following which (a) the commitment of such Lender hereunder to make Eurocurrency Loans, continue Eurocurrency Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to as such and convert Base Rate Loans to Eurocurrency Rate Loans shall forthwith be suspended until canceled and (b) 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay orLender’s Loans then outstanding as Eurocurrency Loans, if applicable and any, shall (i) if such Eurocurrency Loans are denominated in Dollars, convert all applicable Eurocurrency be converted automatically to Base Rate Loans and (ii) if such Eurocurrency Loans are denominated in an Available Foreign Currency, be deemed to be exchanged for the Equivalent amount in Dollars of such Lender Loans and converted automatically to Base Rate Loans, either in each case, (A) on the respective last days of the then current Interest Periods with respect to such Loans or (B) within such earlier period as required by law. If any such conversion of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period thereforwith respect thereto, if the applicable Borrower shall pay to such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts dueamounts, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees as may be required pursuant 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 Lendersubsection 2.22.

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 Eurocurrency LIBO Rate Loans, or to determine or charge interest rates based upon the Eurocurrency 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 LIBO Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency LIBO Rate 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, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency LIBO Rate Loans of such Lender to 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 promptly, if such Lender may not lawfully continue to maintain such Eurocurrency LIBO Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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 Company through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Committed Loans to Eurocurrency Eurodollar 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, the Borrower Company and the Borrowers (jointly and severally) shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency such Eurodollar Rate Loans of such Lender to Base Rate Loans immediately. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to participate in outstanding Eurodollar Rate Loans, either then, on the last day of the Interest Period therefor, if notice thereof by such Lender may lawfully continue to maintain the Company through the Administrative Agent, the Company and the Borrowers (jointly and severally) shall prepay such Eurocurrency Eurodollar Rate Loans to such day, or promptly, if of such Lender may not lawfully continue or convert all such Eurodollar Rate Loans of such Lender to maintain such Eurocurrency Base Rate LoansLoans immediately. Upon any such prepayment or conversion, the Borrower Company and the Borrowers (jointly and severally) shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

Illegality. (a) If any Lender Bank 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 Bank or its applicable Lending Office to make, maintain or fund Eurocurrency make Offshore Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender the Bank to the Borrower Companies through the Administrative Agent, any obligation of such Lender that Bank to make or continue Eurocurrency Offshore Rate Loans (including in respect of any LIBOR Bid Loan as to which the affected currency or currenciesCompanies have accepted such Bank's Competitive Bid, or, in but as to which the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans Borrowing Date has not arrived) shall be suspended until such Lender the Bank notifies the Administrative Agent and the Borrower Companies that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice. (b) If a Bank determines that it is unlawful to maintain any Offshore Rate Loan, the Borrower Companies shall, upon its receipt of notice of such fact and demand from such Lender Bank (with a copy to the Administrative Agent), prepay or, if applicable and in full such Loans are denominated in Dollars, convert all applicable Eurocurrency Offshore Rate Loans of such Lender to Base Rate Loansthat Bank then outstanding, together with interest accrued thereon and amounts required under Section 3.04, either on the last day of the Interest Period thereforthereof, if such Lender the Bank may lawfully continue to maintain such Eurocurrency Offshore Rate Loans to such day, or promptlyimmediately, if such Lender the Bank may not lawfully continue to maintain such Eurocurrency Offshore Rate LoansLoan. Upon If the Companies are required to so prepay any Offshore Rate Committed Loan, then concurrently with such prepayment or conversionprepayment, the Borrower Companies shall also pay accrued interest on borrow from the affected Bank, in the amount of such repayment, a Base Rate Committed Loan. (c) If the obligation of any Bank to make or maintain Offshore Rate Committed Loans has been so prepaid terminated or converted and suspended, the Companies may elect, by giving notice to the Bank through the Agent, that all amounts dueLoans which would otherwise be made by the Bank as Offshore Rate Committed Loans shall be instead Base Rate Committed Loans. (d) Before giving any notice to the Agent under this Section, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to the affected Bank shall designate a different Lending Office with respect to its Offshore Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the good faith reasonable judgment of such Lenderthe Bank, be illegal or otherwise be materially disadvantageous to such Lenderthe Bank.

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 Eurocurrency Rate LoansLoans (whether denominated in Dollars or any other Approved Currency), or to determine or charge interest rates based upon the Eurocurrency Rate, 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency 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 noticenotice by the Lead Borrower, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted 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 If, on or 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 bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender determines that (or its Euro-Dollar Lending Office) with any Law has made request or directive (whether or not having the force of law) of any such authority, central bank 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 applicable Euro-Dollar Lending Office Office) to make, maintain or fund Eurocurrency its Euro-Dollar Loans or any Base Rate Loans, or Loan as to determine or charge which the interest rates based upon rate is determined by reference to the Eurocurrency Rate, then, on notice thereof by London Interbank Offered Rate and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall forthwith give notice thereof to make or continue Eurocurrency Rate Loans in the affected currency or currenciesother Lenders and the Borrower, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended whereupon until such Lender notifies the Borrower and the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans obligation of such Lender to make Euro-Dollar Loans or any Base Rate Loan as to which the interest rate is determined by reference to the London Interbank Offered Rate, or to convert outstanding Loans into Euro-Dollar Loans, either on shall be suspended. Before giving any notice to the last day of the Interest Period thereforAdministrative Agent pursuant to this Section, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Euro-Dollar Lending Office if such designation will avoid the need for giving such notice and will not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender. If such notice is given, (a) each Euro-Dollar Loan of such Lender then outstanding shall be converted to a Base Rate Loan as to which the interest rate is not determined by reference to the London Interbank Offered Rate either (i) on the last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Lender may lawfully continue to maintain and fund such Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan to such day and (b) all Base Rate Loans shall cease to be determined by reference to the London Interbank Offered Rate.

Illegality. If after the Closing Date, 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 make, maintain or fund any Eurocurrency Rate Loans, or to determine or charge interest rates based upon the applicable Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue any affected Eurocurrency Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to such Eurocurrency Rate 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, the Borrower shallmay revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (subject to Section 3.05) and shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, (i) if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable then outstanding affected Eurocurrency Rate Loans of such Lender to Base Rate LoansLoans (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 Eurocurrency Rate component of the Base Rate) or (II) if applicable and such Loans are denominated in an Alternative Currency, to the extent the applicable Borrower and all Appropriate Lenders agree, convert such Loans to Loans bearing interest at an alternative rate mutually acceptable to the applicable 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 Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate, 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 Eurodollar Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Committed Loans to Eurocurrency Eurodollar Rate Loans 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, the Borrower Company and the Borrowers (jointly and severally) shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency such Eurodollar Rate Loans of such Lender to Base Rate Loans immediately. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to participate in outstanding Eurodollar Rate Loans, either then, on the last day of the Interest Period therefor, if notice thereof by such Lender may lawfully continue to maintain the Company through the Administrative Agent, the Company and the Borrowers (jointly and severally) shall prepay such Eurocurrency Eurodollar Rate Loans to such day, or promptly, if of such Lender may not lawfully continue or convert all such Eurodollar Rate Loans of such Lender to maintain such Eurocurrency Base Rate LoansLoans immediately. Upon any such prepayment or conversion, the Borrower Company and the Borrowers (jointly and severally) shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

Illegality. If any Lender determines that any Change in Law or introduction of 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 Eurocurrency Rate LoansLoans whose interest is determined by reference to the EURIBOR Rate, or to determine or charge interest rates based upon the Eurocurrency EURIBOR Rate, or any Governmental Authority has imposed material restrictions on the legal authority of such Lender to purchase or sell, or to take deposits of, Euros in the euro interbank market (each, an “EURIBOR Illegality Event”), then, on notice thereof by such Lender to the 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existsuspended. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loansan alternative rate mutually acceptable to the Borrower, the Administrative Agent and such Lender, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under any amount payable pursuant to Section 3.05. Each Lender agrees During any period in which a EURIBOR Illegality Event is in effect, the Borrower may request, through the Administrative Agent, that the Lenders affected by such EURIBOR Illegality Event confirm that the circumstances giving rise to designate a different Lending Office if the EURIBOR Illegality Event continue to be in effect. If, within ten Business Days following such designation will avoid confirmation request, such Lenders have not confirmed the need for such notice and will not, in the good faith judgment continued effectiveness of such LenderEURIBOR Illegality Event, otherwise then such EURIBOR Illegality Event shall no longer be materially disadvantageous deemed to be in effect; provided that (A) the Borrower shall not be permitted to submit any such Lenderrequest more than once in any 30-day period and (B) nothing contained in this Section 3.02 or the failure to provide confirmation of the continued effectiveness of such EURIBOR Illegality Event shall in any way affect the Lenders’ right to provide any additional notices of an EURIBOR Illegality Event as provided in this Section 3.02.

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 Eurocurrency Rate LoansLoans or BBSY Loans (whether denominated in Dollars or Australian Dollars), or to determine or charge interest rates based upon the Eurocurrency Rate or BBSY 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 or Australian Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower Company through the Administrative applicable Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or BBSY Loans, as the case may be, in the affected currency or currencies, currencies or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans Loans, shall be suspended until such Lender notifies the Administrative such Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative applicable Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable such Eurocurrency Rate Loans of such Lender to 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 to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

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 Eurocurrency Rate LoansLoans (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the 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, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower Grant Prideco, L.P. through the Administrative Agent, or to or the Designated UK Borrower in the case of the UK Swing Line Lender (with a copy to the Administrative Agent) any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies, currencies or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and Grant Prideco, L.P. or the Borrower Administrative Agent and the Designated UK Borrowers, as applicable, that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower applicable Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable such Eurocurrency Rate Loans of such Lender to 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 to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

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 Applicable Lending Office to make, make or maintain any Eurodollar Loans or fund Eurocurrency Rate BA Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurocurrency Rate Eurodollar Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate BA Loans or to convert ABR Borrowings to Eurodollar Borrowings (if such ABR Borrowings are denominated in Dollars) or BA Loans (if such ABR Borrowings are denominated in Canadian Dollars), to convert Base Rate Loans to Eurocurrency Rate Loans as applicable, 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. Upon receipt of such notice, the applicable Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay oreither (i) for Loans denominated in Canadian Dollars (A) convert all BA Loans of such Lender to ABR Borrowings denominated in Canadian Dollars, either on the last day of the Interest Period therefor, if applicable and such Lender may lawfully maintain such BA Borrowings to such day, or immediately, prepay such BA Borrowing in the manner provided for in Section 2.06(i), if such Lender may not lawfully continue to maintain such Loans are as BA Borrowing, or (ii) for Loans denominated in Dollars, convert all applicable Eurocurrency Rate Loans Eurodollar Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans Eurodollar Borrowings to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the such Borrower shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

Illegality. If If, after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender determines that (or its Applicable Lending Office) with any Law has made request or directive (whether or not having the force of law) of any such authority, central bank 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 applicable Applicable Lending Office Office) to make, maintain or fund Eurocurrency Rate Loans, its Euro-Dollar Loans or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by Bankers’ Acceptances and such Lender to shall so notify the Borrower through the applicable Administrative Agent, any obligation of such Lender Administrative Agent shall forthwith give notice thereof to make or continue Eurocurrency Rate Loans in the affected currency or currenciesother applicable Lenders and the applicable Borrower(s), or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended whereupon until such Lender or Issuing Lender notifies the such Borrower(s) and such Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans obligation of such Lender to Base Rate make Euro-Dollar Loans, either on to continue or convert outstanding Loans as or into Euro-Dollar Loans or to accept Bankers’ Acceptances, shall be suspended. Before giving any notice to the last day of the Interest Period thereforapplicable Administrative Agent pursuant to this Section, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender. If such notice is given, each Euro-Dollar Loan of such Lender then outstanding shall be converted to a Base Rate Loan either (a) on the last day of the then current Interest Period applicable to such Euro-Dollar Loan if such Lender may lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such day or (b) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such day.

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, for any Lender or its applicable Applicable Lending Office to make, maintain or fund Eurocurrency Rate LoansLoan, or to determine or charge interest rates based upon the Eurocurrency RateRate as contemplated by this Agreement, 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 Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate 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 , (B) upon receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Rate Loans that have become unlawful or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon , (C) upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for any such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Illegality. If any Lender reasonably determines that any 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, make or maintain any Term Benchmark Loans or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency RateRFR Loans in any currency, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurocurrency Rate Term Benchmark Loans or RFR Loans in the affected such currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate ABR Borrowings to Term Benchmark Loans to Eurocurrency Rate or RFR Loans in such currency 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 the Borrower’s receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, ) either (a) in the case of Term Benchmark Loans denominated in Dollars if applicable and the affected Lender may lawfully continue to maintain such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate as Term Benchmark Loans of such Lender to Base Rate Loans, either on until the last day of the Interest Period thereforapplicable thereto, if convert all such Term Benchmark Loans of such Lender may lawfully continue to maintain ABR Loans on the last day of such Eurocurrency Rate Interest Period (or, otherwise, immediately convert such Term Benchmark Loans to ABR Loans) or (b) prepay such dayTerm Benchmark Loans or RFR Loans, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loansas applicable. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

Illegality. Any other provision herein to the contrary notwithstanding, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by a Governmental Authority made subsequent to the Closing Date shall make it unlawful for any Lender to make or maintain LIBOR Rate Loans as contemplated by this Agreement, (a) the obligation of such Lender hereunder to make LIBOR Rate Loans, continue LIBOR Rate Loans as such, and convert Reference Rate Loans to LIBOR Rate Loans shall forthwith be suspended and (b) such Lender’s then outstanding LIBOR Rate Loans, if any, shall be converted automatically to Reference Rate Loans on the respective last days of the then current Interest Periods with respect thereto or within such earlier period as required by law; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic, or regulatory manner) to designate a different lending office if the making of such a designation would allow such Lender or its lending office to continue to perform its obligations to make LIBOR Rate Loans. If any such conversion of a LIBOR Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrowers shall pay to such Lender determines such amounts, if any, as may be required pursuant to Section 2.15. If circumstances subsequently change so that any Law has made it unlawful, or that any Governmental Authority has asserted such Lender shall determine that it is unlawfulno longer so affected, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to will promptly notify Agent and Administrative Borrower, and upon receipt of such notice, the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurocurrency LIBOR Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency to convert Reference Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency into LIBOR Rate 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of such Lender to 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 to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 Lenderreinstated.

Illegality. If (a) In the event that any Lender determines shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) at any time that the making or continuance of any Law LIBOR Loan has made it become unlawful by compliance by such Lender in good faith with any applicable law, governmental rule, regulation, guideline or order (whether or not having the force of law and whether or not failure to comply therewith would be 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 Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate), then, on notice thereof by in any such event, such Lender shall give prompt notice (by telephone confirmed in writing) to the Borrower through Representative and to the Administrative Agent, any obligation Agent of such determination and a summary of the basis for such determination (which notice the Administrative Agent shall promptly transmit to the other Lenders). (b) Upon the giving of the notice to the Borrower Representative referred to in subsection (a) above, each Borrower's right to request and such Lender's obligation to fund its portion of LIBOR Loans shall be immediately suspended, whereupon any request for a LIBOR Loan shall, as to such Lender only, (A) if such Loan is not a Sterling Loan, be deemed to make or continue Eurocurrency have been a request for a Base Rate Loans Loan and (B) if such Loan is a Sterling Loan, shall be deemed to have been a request for a Loan in the affected currency or currenciesSterling at such rate of interest as is available to such Lender, orand if match-funding for such Sterling Loan is still unavailable, in the case of Eurocurrency Rate Loans denominated such request be deemed to have been a request for a Loan in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended unless and until such Lender notifies shall advise the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such noticeIn addition, the Borrower shall, upon demand from such Lender may require that all outstanding LIBOR Loans made by it (with a copy to the Administrative Agent), prepay or, A) if applicable and such Loans are denominated in Dollarsnot Sterling Loans, convert all applicable Eurocurrency Rate Loans of such Lender be converted to Base Rate Loans, either and (B) if such Loans are Sterling Loans be converted to Sterling Loans at another available interest rate, and if such rate is unavailable, to Dollar Loans; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 5.13(b). (c) For purposes of this Section 5.13, a notice to the Borrower Representative by any Lender shall be effective as to each such Loan, if lawful, on the last day of the Interest Period thereforcurrently applicable thereto and in all other cases, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, notice shall be effective on the date of receipt by the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 LenderRepresentative.

Illegality. If Notwithstanding any Lender determines that other provisions of this Agreement or any Law has made other Loan Document, if at any time any change in applicable law, rule or regulation or in the interpretation thereof makes it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency 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 Rate to maintain any Term Benchmark Loans whose interest is determined by reference to Adjusted Term SOFR Rate, or to perform its obligations as contemplated hereby with respect to such Term Benchmark Loans, such Lender shall promptly give notice thereof to the Borrower and the Administrative Agent and such Lender’s obligations to make or maintain Term Benchmark Loans in the affected currency or currencies under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Term Benchmark Loans in such affected currency or currencies, or, in . In the case of Eurocurrency Rate Term Benchmark Loans denominated in Dollars, such Lender may require that such affected Term Benchmark Loans be converted to convert Base Rate Loans to Eurocurrency from such Lender automatically on the effective date of the notice provided above, and such Base Rate Loans shall not be suspended until made ratably by the Lenders but only from such Lender notifies affected Lender. Each ▇▇▇▇▇▇ agrees to notify the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans of writing promptly following any date on which it becomes lawful for such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue make and maintain Term Benchmark Loans or give effect to maintain such Eurocurrency Rate Loans its obligations as contemplated hereby with respect to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 LenderTerm Benchmark Loan.

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 Eurocurrency Rate Term SOFR Loans, or to determine or charge interest rates based upon the Eurocurrency RateTerm 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 Rate Term SOFR Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Term SOFR Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Term 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, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Term SOFR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Term SOFR Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Term SOFR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 any Lender determines that any Change in Law or introduction of 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 Eurocurrency Rate LoansLoans whose interest is determined by reference to any Relevant Rate, or to determine or charge interest rates based upon any Relevant Rate, or any Governmental Authority has imposed material restrictions on the Eurocurrency Ratelegal authority of such Lender to purchase or sell, or to take deposits of, Euros in the euro interbank market (each, an “Illegality Event”), then, on notice thereof by such Lender to the 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 denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existsuspended. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollarsapplicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loansan alternative rate mutually acceptable to the Borrower, the Administrative Agent and such Lender, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under any amount payable pursuant to Section 3.05. Each Lender agrees During any period in which an Illegality Event is in effect, the Borrower may request, through the Administrative Agent, that the Lenders affected by such Illegality Event confirm that the circumstances giving rise to designate a different Lending Office if the Illegality Event continue to be in effect. If, within ten Business Days following such designation will avoid confirmation request, such Lenders have not confirmed the need for such notice and will not, in the good faith judgment continued effectiveness of such LenderIllegality Event, otherwise then such Illegality Event shall no longer be materially disadvantageous deemed to be in effect; provided that (A) the Borrower shall not be permitted to submit any such Lenderrequest more than once in any 30-day period and (B) nothing contained in this Section 3.02 or the failure to provide confirmation of the continued effectiveness of such Illegality Event shall in any way affect the Lenders’ right to provide any additional notices of an Illegality Event as provided in this Section 3.02.

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 Eurocurrency Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Eurodollar 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, any obligation from the date of such Lender notice to make or continue Eurocurrency Rate Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until date such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt : (i) any obligation of such notice, Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Eurodollar Rate Loans are denominated in Dollars, or convert all applicable Eurocurrency Eurodollar Rate Loans of such Lender to Base Rate LoansLoans (with the Base Rate determined other than by reference to the Eurodollar Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate LoansLoans or Base Rate Loan; and (ii) if such notice relates to the unlawfulness or asserted unlawfulness of charging interest based on the Eurodollar Rate, then all Base Rate Loans shall accrue interest at a Base Rate determined without reference to the Eurodollar Rate. Notwithstanding the foregoing and despite the illegality for such a Lender to make, maintain or fund Eurodollar Rate Loans or Base Rate Loans as to which the interest rate is determined by reference to the Eurodollar Rate, that Lender shall remain committed to make Base Rate Loans and shall be entitled to recover interest thereon based on the Base Rate (determined other than by reference to the Eurodollar Rate). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.