Common use of Illegality Clause in Contracts

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 Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate 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 or 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, (B) upon receipt of such notice, the Borrower 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, convert all 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, (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. (a) 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 that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any such Lender or its Applicable Eurodollar Lending Office to make, perform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain or fund Eurocurrency Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementLoans hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (Ai) any the obligation of such Lender the Lenders to make or continue Eurocurrency Rate Loans Continue, or to convert Base Rate Convert Loans to Eurocurrency into, Eurodollar Rate Loans 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, exist and (Bii) upon receipt of such notice, the Borrower shall upon demand prepay in full all Eurodollar Rate Loans 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 in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert Converts all Eurocurrency Eurodollar Rate Loans of all the Lenders then outstanding into Base Rate Loans in accordance with Section 2.10; provided that, before making any such demand, 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, use reasonable efforts (Cconsistent with its internal policy and legal and regulatory restrictions) 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 Eurodollar Lending Office if the making of such a designation will avoid the need for any would allow such notice 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 will would not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender.

Illegality. (a) 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 that is a court, statutory board or commission 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, to determine or charge interest rates based upon the Eurocurrency Rate 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 Eurodollar Advances of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and then outstanding hereunder, (a) the Borrower that the circumstances giving rise to such determination shall, no longer existlater than 11:00 a.m. (Houston, Texas, time) (Bi) upon receipt of such noticeif not prohibited by law, the Borrower 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, convert all 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, (C) 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 Applicable Lending Office if the making of such designation will would avoid the need for any 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. (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 whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementEurodollar 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, in respect of Eurocurrency Rate Loans, (Ai) any obligation of such Lender to make or continue Eurocurrency Loans based on the Eurodollar Rate Loans or to convert Base Floating Rate Loans to Eurocurrency Rate Eurodollar Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of, or material restriction on, such Lender making or maintaining Loans based on the Eurodollar Rate, the Loans of such Lender shall, if necessary to avoid such illegality or material restriction, bear interest at the Substitute 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, (B) upon . Upon receipt of such notice, the (x) Borrower shall shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case convert all Eurodollar Loans of Eurocurrency Rate Loans, such Eurocurrency Lender to Floating Rate Loans that have become unlawful or, if applicable, convert all Eurocurrency (the interest rate on which Floating Rate Loans of such Lender shall, if necessary to Base Rate Loansavoid such illegality, accrue at the Substitute 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 (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, Administrative Agent shall during the period of such suspension compute the interest rate applicable to such Lender by referencing the Substitute Rate Loans, (C) until Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the 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 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 Lenderconverted.

Illegality. (a) If Notwithstanding any other provision herein, if any Lender determines that the adoption of or any change in any Requirement of Law has made or any change in the interpretation or application thereof after the date hereof shall make it unlawful, unlawful for such Lender to make or that any Governmental Authority that is a court, statutory board maintain LIBOR Loans or commission has asserted that it is unlawful, for any Lender or its Applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate Multicurrency Loans 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, (Aa) any obligation the commitment of such Lender hereunder to make or continue Eurocurrency Rate LIBOR Loans or to Multicurrency Loans, continue LIBOR Loans or Multicurrency Loans as such and convert Base Rate ABR Loans to Eurocurrency Rate LIBOR Loans shall forthwith be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existexists (which notification shall be promptly given to Borrower after the Administrative Agent receives actual knowledge thereof), (Bb) upon receipt of such notice, the Borrower shall upon demand from such Lender Lender’s Loans then outstanding as LIBOR Loans (with a copy to the Administrative Agentexcluding Multicurrency Loans), prepay in if any, shall be converted automatically to ABR Loans on the case respective last days of Eurocurrency Rate Loans, the then current Interest Periods with respect to such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all Eurocurrency Rate or within such earlier period as required by law and (c) such Lender’s Multicurrency Loans of such Lender to Base Rate Loans, either shall be prepaid on the last day of the then current Interest Period therefor, if with respect thereto or within 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, (C) upon earlier period as required by law. If any such conversion or prepayment or conversionof a LIBOR 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 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 Lendersubsection 3.11.

Illegality. (a) If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted after the Closing Date that it is unlawful, for any such Lender or its Applicable Lending Office applicable lending office to make, make or maintain any Eurocurrency Loans or fund Eurocurrency Rate any Term SOFR Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreementapplicable, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) any obligation obligations of such Lender to make or continue Eurocurrency Rate Loans or Term SOFR Loans, as applicable, 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, (B) upon . Upon receipt of such notice, the Borrower 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, either convert all 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, (C) upon . 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 Applicable Lending Office lending office if such designation will avoid the need for any such notice and will not, in the good faith judgment determination of such Lender, otherwise be materially disadvantageous to such Lenderit.

Illegality. (a) If any Lender reasonably 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 any Eurocurrency Rate Loans, or to determine or charge interest rates based upon the applicable Eurocurrency Rate as contemplated by this AgreementRate, 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 any affected Eurocurrency Rate Loans or 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, (B) upon . Upon receipt of such notice, the Borrower may 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 in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicableapplicable and such Loans are denominated in Dollars, convert all 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, (C) upon . 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. (a) 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 Governmental Authority that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any Lender or its Applicable Eurocurrency Lending Office to make, maintain or fund perform its obligations hereunder to make Eurocurrency Rate Loans, Advances in Dollars or any Committed Currency or to determine fund or charge interest rates based upon the maintain Eurocurrency Rate as contemplated by this AgreementAdvances in Dollars or any Committed Currency hereunder, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of (a) each Eurocurrency Rate LoansAdvance will automatically, (Ai) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (ii) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be exchanged into an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (b) the obligation of such Lender the Lenders to make or continue Eurocurrency Rate Loans Advances or to convert Base Rate Loans to Convert Advances into 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; provided, (B) upon receipt of such noticehowever, the Borrower 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, convert all 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, (C) upon before making any such prepayment or conversiondemand, 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 each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Eurocurrency Lending Office if the making of such a designation will avoid the need for any would allow such notice Lender or its Eurocurrency Lending Office to continue to perform its obligations to make Eurocurrency Rate Advances or to continue to fund or maintain Eurocurrency Rate Advances and will would not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Applicable Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted after the Effective Date that it is unlawful, for any such Applicable Lender or its Applicable Lending Office applicable lending office to make, make or maintain or fund Eurocurrency Rate any Interest Period Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Applicable Lender to the Borrower Agent through the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) any obligation obligations of such Applicable Lender to make or continue Eurocurrency Rate Interest Period Loans or 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, (B) upon . Upon receipt of such notice, the Borrower Agent shall upon demand from such Applicable 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, either convert all 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, (C) upon . 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 Applicable Lending Office lending office if such designation will avoid the need for any such notice and will not, in the good faith judgment determination of such Applicable Lender, otherwise be materially disadvantageous to such Lenderit.

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 LIBOR Rate Loans or BA Equivalent Loans, or to determine or charge interest rates based upon the Eurocurrency LIBOR Rate as contemplated by this Agreementor 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, in respect of Eurocurrency Rate Loans, (A) Agent any obligation of such Lender to make or continue Eurocurrency LIBOR Rate Loans or BA Equivalent Loans, as applicable, or to Convert Base Rate Loans or U.S. Index Rate Loans to LIBOR Rate Loans or to convert Base Convert Canadian Prime Rate Loans to Eurocurrency Rate 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, (B) upon . Upon receipt of such notice, the Borrower shall applicable 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, convert Convert all 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, (C) upon . 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 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 LenderConverted.

Illegality. (a) 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 Governmental Authority that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any Lender or its Applicable Eurocurrency Lending Office to make, maintain or fund perform its obligations hereunder to make Eurocurrency Rate Loans, Advances in Dollars or any Committed Currency or to determine fund or charge interest rates based upon the maintain Eurocurrency Rate as contemplated by this AgreementAdvances in Dollars or any Committed Currency hereunder, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of (a) each Eurocurrency Rate LoansAdvance will automatically, upon such demand (Ai) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (ii) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be exchanged into an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (b) the obligation of such Lender the Lenders to make or continue Eurocurrency Rate Loans Advances or to convert Base Rate Loans to Convert Advances into Eurocurrency Rate Loans Advances shall be suspended until such Lender notifies the Administrative Agent shall notify the Company and the Borrower Lenders that the circumstances giving rise to causing such determination suspension no longer exist; provided, (B) upon receipt of such noticehowever, the Borrower 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, convert all 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, (C) upon before making any such prepayment or conversiondemand, 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 each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Eurocurrency Lending Office if the making of such a designation will avoid the need for any would allow such notice Lender or its Eurocurrency Lending Office to continue to perform its obligations to make Eurocurrency Rate Advances or to continue to fund or maintain Eurocurrency Rate Advances and will would not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender Bank determines that (i) the introduction of any Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that (ii) any central bank or other Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, for any Lender such Bank or its Applicable applicable Lending Office to make, maintain or fund Eurocurrency make LIBOR Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender Bank to the Borrower through Company and the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) any the obligation of such Lender Bank to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency LIBOR Rate Loans shall be suspended until such Lender notifies Bank shall have notified the Company and the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. (b) If any Bank determines that it is unlawful to maintain any LIBOR Rate Loan, (B) the Company shall, upon its receipt of notice of such notice, the Borrower shall upon fact and demand from such Lender Bank (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, convert full all Eurocurrency LIBOR Rate Loans of such Lender that Bank then outstanding, together with interest accrued thereon and any amounts required to Base Rate Loansbe paid in connection therewith pursuant to Section 3.4, either on the last day of the Interest Period thereforthereof, if such Lender Bank may lawfully continue to maintain such Eurocurrency LIBOR Rate Loans to such day, or promptlyimmediately, if such Lender Bank may not lawfully continue to maintain such Eurocurrency LIBOR Rate Loans, . (Cc) upon Notwithstanding any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts duecontrary provision of Section 2.1, if anythe Company is required to prepay any LIBOR Rate Loan immediately as provided in subsection 3.2(b), in connection then concurrently with such prepayment the Company shall borrow a Reference Rate Loan from the affected Bank in the amount of such repayment. (d) If the obligation of any Bank to make or conversion under maintain LIBOR Rate Loans has been terminated, the Company may elect, by giving notice to such Bank through the Administrative Agent, that all Loans which would otherwise be made by such Bank as LIBOR Rate Loans shall instead be Reference Rate Loans. (e) Before giving any notice to the Administrative Agent or the Company pursuant to this Section 3.05. Each Lender agrees to 3.2, the affected Bank shall designate a different Applicable Lending Office with respect to its LIBOR Rate Loans if such designation will would avoid the need for any giving such notice or making such demand and will would not, in the good faith judgment of such LenderBank, be illegal or otherwise be materially disadvantageous to such Lender.Bank. 3.3

Illegality. (a) 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 that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any such Lender or its Applicable Eurodollar Lending Office to make, perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain or fund Eurocurrency Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementAdvances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (Ai) any the obligation of such Lender the Lenders to make or continue Eurocurrency Rate Loans Continue, or to convert Base Convert A Advances into, Eurodollar 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, exist and (Bii) upon receipt of such notice, the Borrower 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 Converts all Eurodollar Rate Advances of all the Lenders then outstanding into Base Rate Advances in the case of Eurocurrency Rate Loansaccordance with Section 2.10; provided that, before making any such demand, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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, (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 use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Eurodollar Lending Office if the making of such a designation will avoid the need for any 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. (a) If any Lender reasonably 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 any Eurocurrency Rate Loans, or to determine or charge interest rates based upon the applicable Eurocurrency Rate as contemplated by this AgreementRate, then, on notice thereof by such Lender to the Parent Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue any affected Eurocurrency Rate Loans or 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, (B) upon . Upon receipt of such notice, the Parent Borrower may 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 in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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, (C) upon . 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 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. (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 an Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementRate, 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, 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 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, (B) upon . 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 applicableapplicable and such Loans are denominated in Dollars, convert all 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, (C) upon . 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 Lenderconverted.

Illegality. (a) 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 that is a court, statutory board or commission 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 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 as contemplated by this AgreementRate, 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, 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 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, (B) upon . 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 applicableapplicable and such Loans are denominated in Dollars, convert all 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, (C) upon . 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 Lenderconverted.

Illegality. (a) If any Lender determines that any Law has made it unlawfulApplicable Law, or that any Governmental Authority that is a courtchange therein, statutory board or commission has asserted that 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, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower through shall so notify the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies and the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower that Borrower. Before giving any notice to the circumstances Administrative Agent pursuant to this Section 11.2, such Lender shall designate a different lending office if such designation will avoid the need for giving rise such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such determination no longer exist, (B) upon Lender. Upon receipt of such notice, notwithstanding anything contained in Article 2 hereof, the Borrower shall upon demand from such Lender (with a copy to repay in full the Administrative Agent), prepay in the case then outstanding principal amount of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all Eurocurrency Rate Loans 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. Concurrently with repaying each Eurodollar Advance of such Lender, (C) upon any such prepayment 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 Applicable Lending Office if such designation will avoid the need for any 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. Notwithstanding any other provision of this Agreement, if any Bank (a"Affected Bank") If shall notify the Borrower and the Agent that the introduction of or any Lender determines that change in any Law has made law or regulation makes it unlawful, or that any Governmental Authority that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any Lender Bank, or its Applicable Eurodollar Lending Office Office, to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation of the Affected Bank to make, maintain or fund Eurocurrency to Convert Advances into, Eurodollar Rate LoansAdvances shall forthwith be suspended (and any request by the Borrower for a Borrowing comprised of Eurodollar Rate Advances shall, as to determine or charge interest rates based upon each Affected Bank, be deemed a request for a Base Rate Advance to be made on the Eurocurrency same day as the Eurodollar Rate Advances of the Banks that are not Affected Banks and such Base Rate Advance shall be considered as contemplated by this Agreementpart of such Borrowing) until the Affected Bank shall notify the Borrower, then, on the Banks and the Agent that the circumstances causing such suspension no longer exist and (ii) forthwith after such notice thereof by such Lender from an Affected Bank 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 or 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 existBorrower, (B) upon receipt all Eurodollar Rate Advances of such notice, the Borrower Affected Bank shall upon demand from such Lender (with a copy be deemed to the Administrative Agent), prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all Eurocurrency Rate Loans of such Lender be Converted to Base Rate Loans, either on the last day Advances (but will otherwise continue to be considered as a part of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans respective Borrowings that they were a part of prior to such dayConversion); provided, or promptlyhowever, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loansthat, (C) upon before making any such prepayment or conversiondemand, the Borrower shall also pay accrued interest on the amount so prepaid or converted such Bank agrees to 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 Applicable Eurodollar Lending Office if the making of such a designation will avoid the need for any would allow such notice Bank 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 LenderBank, be otherwise be materially disadvantageous to such LenderBank. In the event any Bank shall notify the Agent of the occurrence of any circumstance contemplated under this Section 2.15, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Rate Advances that would have been made by such Bank or the Converted Eurodollar Rate Advances shall instead be applied to repay the Base Rate Advances made by such Bank in lieu of such Eurodollar Rate Advances or resulting from the Conversion of such Eurodollar Rate Advances and shall be made at the time that payments on the Eurodollar Rate Advances of the Banks that are not Affected Banks are made. Each Bank that has delivered a notice of illegality pursuant to this Section 2.15 above agrees that it will notify the Borrower as soon as practicable if the conditions giving rise to the illegality cease to exist.

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 Lending Office to make, maintain or fund Eurocurrency Rate LoansLoans (whether denominated in Dollars or Euro), to determine or charge interest rates based upon the Eurocurrency Rate 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 or 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, (B) upon receipt of such notice, the Borrower 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 applicableapplicable and such loans are denominated in Dollars, convert all 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, 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.

Illegality. (a) 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 in each case occurring after the Closing Date shall make it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, unlawful for any Lender to make or its Applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate any Eurodollar Loans as contemplated by this AgreementAgreement (“Affected Loans”), then, on notice thereof by (a) such Lender shall promptly give written notice of such circumstances to the Borrower through and the Administrative AgentAgent (which notice shall be withdrawn whenever such circumstances no longer exist), in respect (b) the commitment of Eurocurrency Rate such Lender hereunder to make Affected Loans, (A) any obligation of continue Affected Loans as such and convert an ABR Loan to an Affected Loan shall forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until maintain such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Rate Affected Loans, such Eurocurrency Rate Lender shall then have a commitment only to make an ABR Loan when an Affected Loan is requested, (c) such Lender’s Loans that have become unlawful orthen outstanding as Affected Loans, if applicableany, convert all Eurocurrency Rate shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Lender to Base Rate Affected Loans or within such earlier period as required by law and (d) such Lender’s then outstanding Affected Loans, either if any, not converted to ABR Loans pursuant to clause (c) of this Subsection 4.9 shall, at the option of the Borrower (i) be prepaid with accrued interest thereon on the last day of the then current Interest Period thereforwith respect thereto (or such earlier date as may be required by any such Requirement of Law) or (ii) bear interest at an alternate rate which reflects such Lender’s cost of funding such Loans (which rate, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such dayless than zero, or promptlyshall be deemed zero for purposes of this Agreement), if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loansas reasonably determined by the Administrative Agent, (C) upon plus the Applicable Margin hereunder. If any such conversion or prepayment or conversionof an Affected 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 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 LenderSubsection 4.12.

Illegality. (a) If any Lender determines shall notify the Administrative Agent and the Borrowers that any Change in Law has made makes it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, unlawful for any such Lender or its Applicable Lending Office to makeperform its obligations under this Agreement or to make or maintain Eurodollar Advances then outstanding hereunder, maintain or fund Eurocurrency Rate Loansthe Borrowers shall, to determine or charge interest rates based upon the Eurocurrency Rate 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, no later than 11:00 a.m. (New York time) (i) (A) if not prohibited by any obligation Legal Requirement to maintain such Eurodollar Advances for the duration of such Lender to make or continue Eurocurrency Rate Loans or 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 existInterest Period, (B) upon receipt of such notice, the Borrower 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, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, for each outstanding Eurodollar Advance or (B) if such Lender may lawfully continue prohibited by any Legal Requirement to maintain such Eurocurrency Rate Loans to Eurodollar Advances for the duration of the Interest Period, on the second Business Day following its receipt of such daynotice, or promptlyprepay all Eurodollar Advances of all of the Lenders then outstanding, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, (C) 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 2.08 as a result of such prepayment or conversion under Section 3.05being made on such date, (ii) each Lender shall simultaneously make a Base Rate Advance or, if not otherwise prohibited, make an Eurodollar Advance in an amount equal to the aggregate principal amount of the affected Eurodollar Advances, and (iii) the right of the Borrowers to select Eurodollar Advances shall be suspended until such Lender shall notify Administrative Agent that the circumstances causing such suspension no longer exist. Each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and subject to legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation will would avoid the need for any 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. (a) 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 that is a court, statutory board or commission has asserted asserts that it is unlawful, for any Lender or its Applicable Eurodollar Lending Office to makeperform its obligations hereunder to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans hereunder, maintain or fund Eurocurrency (a) each Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof Loan made by such Lender to will automatically, on the Borrower through last day of the Administrative Agentcurrent Interest Period or, in respect of Eurocurrency if required by law, upon such demand, Convert into a Base Rate Loans, Loan and (Ab) any the obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or to convert Base Rate Convert 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; provided, however, that before making any such demand, such Lender agrees to use reasonable efforts (Bconsistent with its internal policy and legal and regulatory restrictions) upon receipt to designate a different Eurodollar Lending Office if the making of such notice, the Borrower shall upon demand from a designation would allow such Lender (with a copy or its Eurodollar Lending Office to the Administrative Agent)continue to perform its obligations to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans and would not, prepay in the case judgment of Eurocurrency such Lender, be otherwise disadvantageous to such Lender. Each request for a Eurodollar Rate Loans, such Eurocurrency Borrowing or a Conversion into Eurodollar Rate Loans that shall, as to such affected Lender only, be deemed to be a request for a Base Rate Loan, and all payments and prepayments of principal which would otherwise have become unlawful or, if applicable, convert all Eurocurrency been applied to repay the 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, (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. (a) 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 law or regulation makes it unlawful, or that any Governmental Authority that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any such Lender or its Applicable applicable Lending Office to perform its obligations under this Agreement to make, maintain maintain, or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate 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 Eurodollar Advances of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and then outstanding hereunder, (a) the Borrower that the circumstances giving rise to such determination shall, no longer existlater than 12:00 noon (Houston, Texas, time) (Bi) upon receipt of such noticeif not prohibited by law, the Borrower 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, convert all 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, (C) 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 2.10 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 Applicable Lending Office if the making of such designation will would avoid the need for any 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. (a) If Notwithstanding any other provision of this Agreement, if any Revolving Credit Lender determines that the introduction of, or any Law has made change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the date of this Agreement shall make it unlawful, or that any central bank or other Governmental Authority that is a court, statutory board or commission has asserted shall assert that it is unlawful, for any Revolving Credit Lender or its Applicable Eurodollar Lending Office to make, make Eurodollar Rate Loans or to continue to fund or maintain or fund Eurocurrency Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof and demand therefor by such Revolving Credit Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (Ai) any the obligation of such Revolving Credit Lender to make or to continue Eurocurrency Eurodollar Rate Loans or and to convert Base Rate Loans to Eurocurrency into Eurodollar Rate Loans shall be suspended until suspended, and each such Revolving Credit Lender notifies shall make a Base Rate Loan as part of any requested Borrowing of Eurodollar Rate Loans and (ii) if the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon receipt of such noticeaffected Eurodollar Rate Loans are then outstanding, the Borrower shall upon demand from immediately convert each such Loan into a Base Rate Loan. If, at any time after a Revolving Credit Lender gives notice under this clause (with a copy to the Administrative Agentd), prepay in the case of Eurocurrency such Revolving Credit Lender determines that it may lawfully make Eurodollar Rate Loans, such Eurocurrency Rate Loans Revolving Credit Lender shall promptly give notice of that have become unlawful or, if applicable, convert all Eurocurrency Rate Loans of such Lender determination 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, (C) upon any such prepayment or conversion, the Borrower and the Administrative Agent, and the Administrative Agent shall also pay accrued interest on promptly transmit the amount so prepaid or converted notice to each other Lender. The Borrower’s right to request, and all amounts duesuch Revolving Credit Lender’s obligation, 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 make Eurodollar Rate Loans shall thereupon be materially disadvantageous to such Lenderrestored.

Illegality. (a) If any Lender determines that any Law or guideline has made it unlawfulunlawful or impermissible, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawfulunlawful or impermissible under any such guideline, 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 Rate as contemplated by this AgreementRate, in each case after the Closing Date then, on written notice thereof by such Lender to the Borrower Holdings through the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or 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, (B) upon . Upon receipt of such notice, the Borrower shall upon promptly following written 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, 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, (C) upon . 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. (a) If Notwithstanding any Lender determines that any Law has made it unlawfulother provision of this Agreement, or that any Governmental Authority that is a court, statutory board or commission has asserted in the event that it is unlawful, becomes unlawful for any Lender or its Applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate 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 honor its obligation of such Lender to make or continue Eurocurrency Rate maintain LIBOR Loans or EURIBOR Loans either generally or having a particular Interest Period hereunder, then (a) such Lender shall promptly notify the Borrower and the Administrative Agent thereof and such Lender’s obligation to convert Base Rate make such LIBOR Loans to Eurocurrency Rate Loans or EURIBOR Loans, as the case may be (the “Affected Loans”), shall be suspended until such time as such Lender notifies the Administrative Agent may again make and maintain such LIBOR Loans or EURIBOR Loans and (b)(i) all LIBOR Loans which are Affected Loans that would otherwise be made by such Lender shall be made instead as ABR Loans (and, if such Lender so requests by notice to the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to and the Administrative Agent), prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate all LIBOR Loans that have become unlawful or, if applicable, convert all Eurocurrency Rate which are Affected Loans of such Lender then outstanding shall be automatically converted into ABR Loans on the date specified by such Lender in such notice) and, to Base Rate the extent that Affected Loans are so made as (or converted into) ABR Loans, either all payments of principal which would otherwise be applied to such Lender’s Affected Loans shall be applied instead to its ABR Loans and (ii) all EURIBOR Loans which are Affected Loans that would otherwise be made by such Lender shall not be required to be made or maintained (and no Lender shall be obligated to make a Loan on account thereof) and all payments of principal and interest with respect thereto shall be repaid on 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, (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 Lenderapplicable thereto.

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 any other Approved Currency), or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementRate, then, on notice thereof by such Lender to the applicable 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 applicable Borrower that the circumstances giving rise to such determination no longer exist, (B) upon . Upon receipt of such notice, the applicable 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 applicableapplicable 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, (C) upon . 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 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. (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 a Foreign Currency), or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementRate, 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, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans in the Applicable Currency or 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, (B) upon . 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, convert all 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, (C) upon . 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 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, after the date hereof, 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 (aincluding without limitation the National Association of Insurance Commissioners (the “NAIC”)) If charged with the interpretation or administration thereof, or compliance by any Lender determines that (or its Euro-Dollar Lending Office) with any Law has request or directive made or issued after the date hereof (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 that is a court, statutory board or commission 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 Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by its Euro-Dollar Loans and such Lender to the Borrower through shall so notify the Administrative Agent, in respect of Eurocurrency Rate Loansthe Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or 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, (B) upon receipt of such notice, the Borrower 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, convert all Eurocurrency Rate Loans obligation of such Lender to Base Rate make Euro-Dollar Loans, either on or to convert outstanding Loans into Euro-Dollar Loans or continue outstanding Loans as Euro-Dollar Loans, 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, (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 Euro-Dollar Lending Office if such designation will avoid the need for any 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 (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 as a Euro-Dollar Loan to such day or (ii) 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. 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 Euro-Dollar Loans of the other Lenders.

Illegality. (a) 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 Governmental Authority that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any Lender or its Applicable Eurocurrency Lending Office to make, maintain or fund perform its obligations hereunder to make Eurocurrency Rate Loans, Advances in Dollars or any Committed Currency or to determine fund or charge interest rates based upon the maintain Eurocurrency Rate as contemplated by this AgreementAdvances in Dollars or any Committed Currency hereunder, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of (a) each Eurocurrency Rate LoansAdvance will automatically, upon such demand (Ai) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (ii) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be exchanged into an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (b) the obligation of such Lender the Lenders to make or continue Eurocurrency Rate Loans Advances or to convert Base Rate Loans to Convert Advances into Eurocurrency Rate Loans Advances shall be suspended until such Lender notifies the Administrative Agent shall notify the Company and the Borrower Lenders that the circumstances giving rise to causing such determination suspension no longer exist; provided, (B) upon receipt of such noticehowever, the Borrower 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, convert all 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, (C) upon before making any such prepayment or conversiondemand, 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 each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Eurocurrency Lending Office if the making of such designation will avoid the need for any would allow such notice Lender or its Eurocurrency Lending Office to continue to perform its obligations to make Eurocurrency Rate Advances or to continue to fund or maintain Eurocurrency Rate Advances and will would not, in the good faith judgment of such Lender, be 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 Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementEurodollar 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, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or 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, (B) upon . 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, convert all 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, (C) upon 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 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 Lenderconverted.

Illegality. (a) If any Lender determines shall notify the Administrative Agent and the Borrower that any Change in Law has made makes it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, unlawful for any such Lender or its Applicable Lending Office to makeperform its obligations under this Agreement or to make or maintain Eurodollar Loans then outstanding hereunder, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower through the Administrative Agentshall, in respect of Eurocurrency Rate Loans, no later than 10:00 a.m. (New York time) (i) (A) if not prohibited by any obligation Legal Requirement to maintain such Eurodollar Loans for the duration of such Lender to make or continue Eurocurrency Rate Loans or 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 existInterest Period, (B) upon receipt of such notice, the Borrower 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, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, for each outstanding Eurodollar Loan or (B) if such Lender may lawfully continue prohibited by any Legal Requirement to maintain such Eurocurrency Rate Eurodollar Loans to for the duration of the Interest Period, on the second Business Day following its receipt of such daynotice, or promptlyprepay all Eurodollar Loans of all of the Lenders then outstanding, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, (C) 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 2.07 as a result of such prepayment or conversion under Section 3.05being made on such date, (ii) each Lender shall, at the Borrower’s election, simultaneously make an ABR Loan or, if not otherwise prohibited, make an Eurodollar Loan in an amount equal to the aggregate principal amount of the affected Eurodollar Loans, and (iii) the right of the Borrower to select Eurodollar Loans shall be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist. Each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and subject to legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation will would avoid the need for any 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. (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 such Lender or its Applicable 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 as contemplated by this Agreementor, 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, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or IBOR Rate Loans 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, (B) upon . Upon receipt of such notice, the Borrower shall Company shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency convert all Eurodollar Rate Loans or IBOR Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if as applicable, convert all Eurocurrency Rate Loans 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, (C) upon 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 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. (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 Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementEurodollar Rate, 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 Eurodollar Rate Loans or 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, (B) upon . 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, convert all 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, (C) upon . 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 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. (a) If Notwithstanding any other provision of this Agreement to the contrary, if at any time after the date hereof and from time to time, any Lender determines (the “Affected Lender”) shall notify the Agent and the Borrower that any Change in Law has made makes it unlawful, unlawful or that any Governmental Authority that is a court, statutory board or commission has asserted asserts that it is unlawful, for any the Affected Lender or its Applicable Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, following such notice from the Affected Lender, (i) all Eurodollar Rate Advances of the Affected Lender shall, on the expiration date of the respective Interest Period applicable thereto (or, to the extent any such Eurodollar Rate Advance may not lawfully be maintained as a Eurodollar Rate Advance until such expiration date, upon such notice) automatically be Converted into Base Rate Advances (each such Advance, as so Converted, being an “Affected Lender Advance”), (ii) the obligation of the Affected Lender to make, maintain maintain, or fund Eurocurrency Convert Advances into Eurodollar Rate LoansAdvances shall thereupon be suspended, and (iii) any Notice of Borrowing or Notice of Conversion given at any time thereafter with respect to determine Eurodollar Rate Advances shall, as to the Affected Lender, be deemed a request for Base Rate Advances, in each case until the Affected Lender shall have determined that the circumstances causing such suspension no longer exist and shall have so notified the Agent, or charge interest rates based upon the Eurocurrency Rate as contemplated by Affected Lender has been replaced pursuant to Section 2.20 and, in either case the Agent shall have notified the Borrower and the other Lenders. For purposes of any prepayment under this Agreement, then, on notice thereof by such each Affected Lender Advance shall be deemed to continue to be part of the Borrower through same Borrowing as the Administrative Agent, in respect Eurodollar Rate Advances to which it corresponded at the time of Eurocurrency Rate Loans, (A) any obligation the Conversion of such Affected Lender Advance pursuant to make or continue Eurocurrency Rate Loans or 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, (B) upon receipt of such notice, the Borrower 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, convert all 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, (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 this 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 Lender2.14.

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 (whether denominated in Dollars or any other Approved Currency) or Term SOFR Loans, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreementor Term SOFR, 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 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, (B) upon . 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 the case of Eurocurrency Rate LoansDollars, such convert all applicable Eurocurrency Rate Loans that have become unlawful oror Term SOFR Loans, if as applicable, convert all 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 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, (C) upon . 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 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. 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 a Lender determines, in good faith, that the adoption of any applicable Law (awhether or not having the force of law) If or any change therein or in the interpretation or application thereof by any court or by any Administrative Body or any other entity charged with the interpretation or administration thereof or compliance by a Lender determines that with any Law has made request or direction (whether or not having the force of law) of any such authority or entity, now or hereafter makes it unlawful, unlawful or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, impossible for any Lender or its Applicable Lending Office to make, fund or maintain a Borrowing under the Credit Facility or fund Eurocurrency Rate Loansto give effect to its obligations in respect of such a Borrowing, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated such Lender may, by this Agreement, then, on written notice thereof by such Lender to the Borrower through and to the Administrative Agent, Agent declare its obligations under this Agreement in respect of Eurocurrency Rate Loanssuch Borrowing to be terminated whereupon the same shall forthwith terminate, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that shall, within the circumstances giving rise time required by such law (or at the end of such longer period as such Lender at its discretion has agreed), either effect a Conversion of such Borrowing in accordance with the provisions hereof (if such Conversion would resolve the unlawfulness or impossibility) or prepay the principal of such Loan together with accrued interest, such Additional Compensation as may be applicable with respect to such determination no longer exist, (B) upon receipt Loan to the date of such noticepayment and all costs, losses and expenses incurred by the Borrower shall upon demand Lenders by reason of the liquidation or re-deployment of deposits or other funds or for any other reason whatsoever resulting 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, convert all Eurocurrency Rate Loans repayment of such Lender to Base Rate Loans, either Borrowing or any part thereof on other than the last day of the Interest applicable LIBOR Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, (in the case of LIBOR Based Loans) or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, term (C) upon in the case of Bankers' Acceptances and BA Equivalent Advances). If any such prepayment or conversion, the Borrower change shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with only affect a portion of such prepayment or conversion Lender's obligations 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 notthis Agreement which is, in the good faith judgment opinion of such LenderLender and the Agent, severable from the remainder of this Agreement so that the remainder of this Agreement may be continued in full force and effect without otherwise be materially disadvantageous to affecting any of the obligations of the Agent, the other Lenders or the Borrower hereunder, such LenderLender shall only declare its obligations under that portion so terminated.

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 whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementEurodollar 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, in respect which notice shall be withdrawn whenever such circumstances no longer exist, (b) the obligation of Eurocurrency such Lender hereunder to make Affected Eurodollar Rate Loans, (A) any obligation of 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 Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until maintain such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Affected Eurodollar Rate Loans, such Eurocurrency 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 that have become unlawful orof a Class then outstanding as Affected Eurodollar Rate Loans, if applicableany, convert all Eurocurrency shall be converted automatically to Base Rate Loans of the same Class on the respective last days of the then current Interest Periods with respect to such Lender to Base Loans or within such earlier period as required by Law. If any such conversion or prepayment of an Affected Eurodollar Rate Loans, either Loan occurs on a 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, (C) 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 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. (a) If Notwithstanding any other provision of this Agreement, if any Lender determines shall notify the Administrative Agent that it has determined in good faith 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 that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any Lender or its Applicable Eurodollar Lending Office to make, perform its obligations hereunder to make Eurodollar Rate Advances or CAF Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances or fund Eurocurrency CAF Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate LoansAdvances hereunder, (Aa) any each Eurodollar Rate Advance or CAF Eurodollar Rate Advance, as the case may be, will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.08(a)(i), as the case may be, and (b) the obligation of such Lender the Lenders to make Eurodollar Rate Advances or continue Eurocurrency CAF Eurodollar Rate Loans Advances or to convert Base Convert Revolving Advances into, Eurodollar 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; provided, (B) upon receipt of such noticehowever, the Borrower 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, convert all 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, (C) upon before making any such prepayment or conversiondemand, 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 each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Eurodollar Lending Office if the making of such a designation will avoid would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or CAF Eurodollar Rate Advances, as the need for any such notice case may be, or to continue to fund or maintain Eurodollar Rate Advances or CAF Eurodollar Rate Advances, as the case may be, and will would not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender.

Illegality. (a) If Notwithstanding any other provision of this Agreement, if any Lender determines shall notify the Administrative Agent that it has determined in good faith 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 that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any Lender or its Applicable Eurodollar Lending Office to make, perform its obligations hereunder to make Eurodollar Rate Advances or CAF Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances or fund Eurocurrency CAF Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate LoansAdvances hereunder, (Aa) any each Eurodollar Rate Advance or CAF Eurodollar Rate Advance, as the case may be, will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.10(a)(i), as the case may be, and (b) the obligation of such Lender the Lenders to make Eurodollar Rate Advances or continue Eurocurrency CAF Eurodollar Rate Loans Advances or to convert Base Convert Revolving Advances into, Eurodollar 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; provided, (B) upon receipt of such noticehowever, the Borrower 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, convert all 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, (C) upon before making any such prepayment or conversiondemand, 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 each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Eurodollar Lending Office if the making of such a designation will avoid would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or CAF Eurodollar Rate Advances, as the need for any such notice case may be, or to continue to fund or maintain Eurodollar Rate Advances or CAF Eurodollar Rate Advances, as the case may be, and will would not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender determines shall notify the Administrative Agent and the Borrower that any Change in Law has made makes it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, unlawful for any such Lender or its Applicable Lending Office to make, make or maintain any Eurodollar Advance made by it that is then outstanding hereunder or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate give effect to its obligations as contemplated by this Agreementhereby with respect to any Eurodollar Advance, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, Eurodollar Advance shall (i) (A) if not prohibited by any obligation Legal Requirement to be maintained for the duration of the applicable Interest Period, on the last day of such Lender Interest Period or (B) if prohibited by any Legal Requirement to make or continue Eurocurrency Rate Loans or be maintained for the duration of the applicable Interest Period, on the [__________]* following receipt by the Borrower of such notice, be Converted to convert an Adjusted Base Rate Loans Advance (which shall be deemed to Eurocurrency Rate Loans be part of the same Eurodollar Borrowing as the Converted Eurodollar Advance, notwithstanding anything herein to the contrary), and (ii) the right of the Borrower to select Eurodollar Advances from the Lenders hereunder shall be suspended until such Lender notifies shall as soon as practicable notify the Administrative Agent and the Borrower that the circumstances giving rise to causing such determination suspension no longer exist, (B) upon receipt of such notice, the Borrower 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, convert all 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, (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 use commercially reasonable efforts (consistent with its internal policies and subject to legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation will would avoid the need for any 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. (a) If Notwithstanding anything herein to the contrary, if any Lender determines that any Law has made it unlawfullaw, regulation, treaty or directive, or that any Governmental Authority that is a courtchange therein or in the interpretation or application thereof, statutory board or commission has asserted that shall make it is unlawful, unlawful for any Lender to make or maintain its Applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate Eurodollar Advances as contemplated by this Agreement, then, on notice thereof by (i) the commitment of such Lender hereunder to make Eurodollar Advances or convert ABR Advances to Eurodollar Advances shall forthwith be suspended and (ii) such Lender's Loans then outstanding as Eurodollar Advances affected hereby, if any, shall be converted automatically to ABR Advances on the Borrower through last day of the Administrative Agentthen current Interest Period applicable thereto or on such earlier date if and as required by law, provided that, before making any such suspension or conversion, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office or take other appropriate action if the making of such a designation or the taking of such action, as the case may be, would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Advances or to continue to fund or maintain Eurodollar Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If the commitment of any Lender with respect of Eurocurrency Rate Loans, to Eurodollar Advances is suspended pursuant to this Section and it is thereafter lawful (Ain the Lender's determination) any obligation of for such Lender to make or continue Eurocurrency Rate Loans maintain Eurodollar Advances, such Lender's commitment to make or to convert Base Rate Loans to Eurocurrency Rate Loans maintain Eurodollar Advances shall be suspended until such Lender notifies reinstated upon notice to either (a) the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon receipt of such notice, the Borrower shall upon demand from by such Lender or (with a copy to b) the Administrative Agent), prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all Eurocurrency Rate Loans of Agent and such Lender to Base Rate Loans, either on by 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, (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 LenderBorrower.

Illegality. (a) If any Lender reasonably determines that any Requirement of 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 perform any of its obligations hereunder or make, maintain or fund Eurocurrency Rate Loans, or charge interest with respect to any Loan or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementEurodollar 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 eurodollar market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (Ai) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or to make or continue Eurocurrency Rate to make Eurodollar Loans or to convert Base Rate ABR Loans to Eurocurrency Rate Eurodollar Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the ABR, the interest rate on the ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon . Upon receipt of such notice, (x) 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, convert all Eurocurrency Rate Eurodollar Loans of such Lender to Base ABR Loans (the interest rate on the ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate Loanscomponent of the ABR), 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 (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the ABR applicable to such Lender without reference to the Eurodollar Rate Loans, (C) component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the 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 dueconverted, together with 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 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 Lender3.12.

Illegality. (a) 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 that is a courtchange therein, statutory board or commission has asserted that 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, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on Agent shall forthwith give notice thereof by such Lender to the Borrower through other Banks and the Administrative AgentBorrowers, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or 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, (B) 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 in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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 day, Borrower as Eurocurrency Loans or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Swingline Loans, (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 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 Applicable Eurocurrency Lending Office if such designation will avoid the need for any 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. (a) 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 in good faith 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 that is a court, statutory board or commission has asserted that it is unlawful, impossible for any Lender or its Applicable Lending Office to make, maintain or fund Eurocurrency its Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by Loans (if any) and such Lender to the Borrower through shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof (by telephone confirmed in respect of Eurocurrency Rate Loanswriting) to the Lenders, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended the Collateral Agent, DBRS and the Borrower, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist, (B) upon receipt of such notice, the Borrower 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, convert all Eurocurrency Rate Loans obligation of such Lender to make Eurodollar Rate Loans (if any) shall be suspended (provided that such Lender shall instead fund Base Rate Loans). Before giving any notice to the Administrative Agent pursuant to this Section 11.2, 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, (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 would avoid the need for any giving such notice and will not, in the good faith judgment of such Lender, would not be otherwise be materially disadvantageous to such Lender. If circumstances subsequently change so that it is no longer unlawful for an affected Lender to make or maintain Eurodollar Rate Loans as contemplated hereunder, such Lender will, as soon as reasonably practicable after such Lender becomes aware of such change in circumstances, notify the Borrower, the Collateral Agent and the Administrative Agent and upon receipt of such notice, the obligations of such Lender to make or continue Eurodollar Rate Loans shall be reinstated.

Illegality. (a) 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 occurring after the Closing Date shall make it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, unlawful for any Lender to make or its Applicable Lending Office to make, maintain any Eurocurrency Loans or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate BA Equivalent Loans as contemplated by this AgreementAgreement (“Affected Loans”), then, on notice thereof by (a) such Lender shall promptly give written notice of such circumstances to the Borrower through Representative and the Administrative AgentAgent (which notice shall be withdrawn whenever such circumstances no longer exist), in respect (b) the commitment of Eurocurrency Rate such Lender hereunder to make Affected Loans, (A) any obligation of continue Affected Loans as such and convert an ABR Loan to an Affected Loan shall forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until maintain such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Rate Affected Loans, such Eurocurrency Rate Lender shall then have a commitment only to make an ABR Loan (or a Swing Line Loan) when an Affected Loan is requested (to the extent otherwise permitted by subsection 4.2), (c) such Lender’s Loans that have become unlawful orthen outstanding as Affected Loans, if applicableany, convert all Eurocurrency Rate shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Lender Loans or within such earlier period as required by law (to Base Rate the extent otherwise permitted by subsection 4.2) and (d) such Lender’s Loans then outstanding as Affected Loans, either if any, not otherwise permitted to be converted to ABR Loans by subsection 4.2 (whether because such Loans are denominated in Canadian Dollars or otherwise), shall upon notice to the Parent Borrower be prepaid with accrued interest thereon on the last of the then current Interest Period with respect thereto (or such earlier date as may be required by such Requirement of Law). If any such conversion or prepayment of an Affected 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, (C) 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 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 Lendersubsection 4.12.

Illegality. If, after the Effective Date, the introduction of or any ---------- change in any 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 (awhether or not having the force of law) If of any Lender determines that any Law has made such authority shall make it unlawful, unlawful or that any Governmental Authority that is a court, statutory board or commission 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, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on such Bank shall forthwith give written 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 or 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 such determination no longer exist, (B) upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Rate Loansthis Section, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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, (C) 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 any 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. (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 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 Rate as contemplated by this AgreementEurodollar Rate, 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 Eurodollar Rate Loans or 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, (B) upon . 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 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, convert all 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, (C) upon . 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 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. (a) If any Lender reasonably determines that any Requirement of 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 perform any of its obligations hereunder or make, maintain or fund Eurocurrency Rate Loans, or charge interest with respect to any Loan or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementEurodollar 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, in respect of Eurocurrency Rate Loans, (Ai) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or to make or continue Eurocurrency Rate to make Eurodollar Loans or to convert Base Rate ABR Loans to Eurocurrency Rate Eurodollar Loans shall be suspended suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the ABR, the interest rate on the ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon . Upon receipt of such notice, (x) 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, convert all Eurocurrency Rate Eurodollar Loans of such Lender to Base ABR Loans (the interest rate on the ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate Loanscomponent of the ABR), 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 (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the ABR applicable to such Lender without reference to the Eurodollar Rate Loans, (C) component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the 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 dueconverted, together with 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 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 Lender3.12.

Illegality. (a) 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 law or regulation makes it unlawful, or that any Governmental Authority that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any such Lender or its Applicable Lending Office to perform its obligations under this Agreement or to make, maintain maintain, or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate 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 Eurodollar Advances of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and then outstanding hereunder, (a) the Borrower that the circumstances giving rise to such determination shall, no longer existlater than 11:00 a.m. (Houston, Texas, time) (Bi) upon receipt of such noticeif not prohibited by law, the Borrower 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, convert all 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, (C) 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 2.10 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 Applicable Lending Office if the making of such designation will would avoid the need for any 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. (a) If Notwithstanding any Lender determines that other provision herein, if the adoption of or any change in Applicable Law has made or regulation or in the interpretation or application thereof shall make it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, unlawful for any Lender to make or its Applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate Term Benchmark Loans as contemplated by this Agreement, then(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 notice thereof 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 such amounts, if any, as may be required pursuant to Section 2.16. If circumstances subsequently change so that any affected Lender shall determine that it is no longer so affected, such Lender will promptly notify the Borrower through and the Administrative Agent, in respect and upon receipt of Eurocurrency Rate Loanssuch notice, (A) any obligation the obligations of such Lender to make or continue Eurocurrency Rate Term Benchmark Loans or 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, (B) upon receipt of such notice, the Borrower 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, convert all 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, (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 Lenderreinstated.

Illegality. Notwithstanding any other provision herein, if any Change in Law occurring after the date that any lender becomes a Lender party to this Agreement shall (a) If any make it unlawful for such Lender determines that any Law has made to make or maintain Eurodollar Loans as contemplated by this Agreement or (b) make it unlawful, impracticable for such Lender to make 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 Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate Eurodollar Loans as contemplated by this Agreement, then, on notice thereof by as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, 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 the duration of the respective Interest Periods (or, if permitted by applicable law, at the end of such Interest Periods) and all payments of principal which would otherwise be applied to such Eurodollar Loans shall be applied instead to such Lender’s Alternate Base Rate Loans. The Borrower hereby agrees to pay any Lender, promptly upon its demand, any amounts payable pursuant to subsection 3.12 in connection with any conversion in accordance with this subsection 3.10 (such Lender’s notice of such costs, as certified in reasonable detail as to such amounts 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 or 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, (B) upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agentconclusive absent manifest error), prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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, (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. (a) If Notwithstanding any Lender determines that other provision of this Agreement, if the introduction of or any Law has made change in or in the interpretation of any law or regulation shall make it unlawful, or that any central bank or other Governmental Authority that is a court, statutory board or commission has asserted shall assert that it is unlawful, for any Lender or its Applicable Eurodollar Lending Office to make, perform its obligations hereunder to make LIBO Rate Syndicated Loans or to continue to fund or maintain or fund Eurocurrency LIBO Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementLoans hereunder, then, on notice thereof and demand therefor 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 or 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, (B) upon receipt of such notice, the Borrower 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, convert all Eurocurrency Rate Loans (i) any obligation of such Lender to make or maintain any LIBO Rate Loans and to Convert Base Rate LoansLoans into LIBO Rate Syndicated Loans shall terminate, either (ii) all LIBO Rate Syndicated Loans then outstanding, if any, shall be Converted automatically, on the last day of the Interest Period therefor, if or within such Lender may lawfully continue earlier period as required by law, to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Base Rate Loans, (Ciii) upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and forthwith prepay in full 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 LIBO Rate Competitive Bid Loans of such LenderLender then outstanding, otherwise be materially disadvantageous together with interest accrued thereon, and (iv) if the result any of the foregoing is to increase the cost to such LenderLender by an amount which such Lender reasonably deems to be material, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor (which request shall set forth in reasonable detail the calculation of such additional amount; PROVIDED, HOWEVER, that such request need not disclose information not made available to the public) the Borrower shall pay to such Lender such additional amount.

Illegality. (a) If any Lender determines that any Law 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 Lending Office to make, maintain or fund Eurocurrency Rate LoansLoans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementAdjusted LIBO Rate, 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 or 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, (B) upon . Upon receipt of such notice, (x) the Borrower shall Borrowers shall, upon demand three Business Days’ notice 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, convert all 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, and (Cy) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent, the Required Lenders and the Borrowers shall negotiate in good faith to amend the definition of “LIBO Rate” and other applicable provisions to preserve the original intent thereof during the period of such suspension . Each Lender agrees to notify the Administrative Agent and the Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate. Upon any such prepayment or conversionconversion pursuant to this Section 2.23, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted 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 Lenderconverted.

Illegality. (a) If Notwithstanding any Lender determines that other provision of this Agreement, if any Change in Law has made shall make it unlawful, or that any Governmental Authority that is a courtgovernmental authority, statutory board central bank or commission has asserted comparable agency shall assert that it is unlawfulunlawful (such unlawfulness or such assertion of unlawfulness being an “Illegality Event”), for any Lender Bank or its Applicable Eurodollar Lending Office (such a Bank being an “Affected Bank”) to make, perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementLIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender Bank to the applicable Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (Aa) any the obligation of such Lender the Banks to make, or to Convert Advances or Borrowings into, or to make divisions or continue Eurocurrency Rate Loans combinations of Borrowings resulting in, LIBOR Advances or to convert Base Rate Loans to Eurocurrency Rate Loans LIBOR Borrowings shall be suspended until the time set forth in the next succeeding sentence (and the Administrative Agent shall promptly notify each Bank of such Lender notifies suspension), and (b) the applicable Borrower shall forthwith Convert all LIBOR Advances of all Banks then outstanding into Advances of another Type in accordance with Section 2.08. The suspension of the obligation of the Banks to make LIBOR Advances or to continue to fund or maintain LIBOR Advances, as set forth in the preceding sentence, shall terminate upon the earliest to occur of the following: (i) the withdrawal by each Affected Bank of its notice and demand with respect to the Illegality Event referenced in this Section 2.11, (ii) the replacement by the Parent of each Affected Bank pursuant to Section 2.16(b) hereof with an Eligible Assignee that is not an Affected Bank, and (iii) the termination by the Parent of each Affected Bank pursuant to Section 2.16(c) hereof. If an Illegality Event has ceased to exist with respect to a Bank that has given notice and demand with respect to such Illegality Event pursuant to this Section 2.11, such Bank shall promptly after becoming aware thereof withdraw such notice and demand by giving written notice of withdrawal to the Administrative Agent and the Borrower that the circumstances giving rise Parent. Upon termination of such suspension pursuant to such determination no longer existclause (i), (Bii) upon receipt or (iii) above, as applicable, the Administrative Agent shall notify each Bank of such noticetermination, and the Borrower Banks shall upon demand from such Lender (thereupon again be obligated to make LIBOR Advances and LIBOR Borrowings and to continue to fund, maintain, and Convert LIBOR Advances and LIBOR Borrowings in each case in accordance with a copy and to the Administrative Agent), prepay extent provided in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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, (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 Lenderthis Agreement.

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 Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Eurodollar Rate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Eurodollar Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or 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, (B) upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Eurodollar Rate Loans, such Eurocurrency Eurodollar Rate Loans that have become unlawful or, if applicable, convert all 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 promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans, (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. (a) 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 that is a court, statutory board or commission has asserted asserts that it is unlawful, for any Lender or its Applicable Eurocurrency Lending Office to make, maintain or fund perform its obligations hereunder to make Eurocurrency Rate Loans, Advances in Dollars or any Committed Currency or to determine fund or charge interest rates based upon the maintain Eurocurrency Rate as contemplated by this AgreementAdvances in Dollars or any Committed Currency hereunder, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of (a) each Eurocurrency Rate LoansAdvance will automatically, upon such demand (Ai) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (ii) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be exchanged into an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (b) the obligation of such Lender the Lenders to make or continue Eurocurrency Rate Loans Advances or to convert Base Rate Loans to Convert Advances into Eurocurrency Rate Loans Advances shall be suspended until such Lender notifies the Administrative Agent shall notify the Company and the Borrower Lenders that the circumstances giving rise to causing such determination suspension no longer exist; provided, (B) upon receipt of such noticehowever, the Borrower 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, convert all 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, (C) upon before making any such prepayment or conversiondemand, 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 each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Eurocurrency Lending Office if the making of such a designation will avoid the need for any would allow such notice Lender or its Eurocurrency Lending Office to continue to perform its obligations to make Eurocurrency Rate Advances or to continue to fund or maintain Eurocurrency Rate Advances and will would not, in the good faith judgment of such Lender, be 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 Lending Office to make, maintain or fund Eurocurrency Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementEurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Eurodollar Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or 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, (B) upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Eurodollar Rate Loans, such Eurocurrency Eurodollar Rate Loans that have become unlawful or, if applicable, convert all 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 promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Eurodollar Rate Loans, (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. Notwithstanding any other provision of this Agreement, (a) If 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 central bank or other Governmental Authority that is a courtAuthority, statutory board including without limitation, any agency of the European Union or commission has asserted similar monetary or multinational authority, asserts that it is unlawful, for any such Lender or its Applicable Eurocurrency Lending Office to make, maintain or fund perform its obligations hereunder to make Eurocurrency Rate Loans, Advances or to determine fund or charge interest rates based upon the maintain Eurocurrency Rate as contemplated by this AgreementAdvances hereunder, then, on notice thereof by (i) each Eurocurrency Rate Advance of such Lender to will automatically upon such notification be Converted into a Base Rate Advance and (ii) 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 Advances or to convert Base Rate Loans to Convert Advances into Eurocurrency Rate Loans Advances shall be suspended until such Lender notifies the Administrative Agent and shall notify the Borrower and such Lender that the circumstances giving rise to such determination set forth in this clause (a) no longer existexist and (b) if Lenders constituting the Required Lenders shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority, including without limitation, any agency of the European Union or similar monetary or multinational authority, asserts that it is unlawful, for each Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances or to fund or maintain Eurocurrency Rate Advances hereunder, (Bi) upon receipt each Eurocurrency Rate Advance of such notice, Lender will automatically upon such notification be Converted into a Base Rate Advance and (ii) the Borrower 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, convert all Eurocurrency Rate Loans obligation 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 make Eurocurrency Rate Loans Advances or to such day, or promptly, if such Lender may not lawfully continue to maintain such Convert Advances into Eurocurrency Rate Loans, (C) upon any such prepayment or conversion, Advances shall be suspended until the Administrative Agent shall notify the Borrower shall also pay accrued interest on and each Lender that the amount so prepaid or converted and all amounts due, if any, circumstances set forth 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 Lenderthis clause (b) no longer exist.

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 an Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementRate, 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, 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 in Dollars, to convert Alternate Base Rate 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, (B) upon . Upon receipt of such notice, the Borrower shall applicable 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 applicableapplicable and such Loans are denominated in Dollars, convert all such Eurocurrency Rate 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 to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, (C) upon . Upon any such prepayment or conversion, the Borrower applicable Borrowers shall also pay accrued interest on the amount so prepaid or converted and all any additional amounts duenecessary to compensate such Lender for costs incurred by such Lender in making such conversion in accordance with this Section 3.02, if any, including any interest or fees payable by such Lender to lenders of funds obtained by it in connection with order to make or maintain 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, Eurocurrency Loan in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderan Alternative Currency.

Illegality. (a) If Notwithstanding any Lender determines that other provision herein, if, after the Effective Date, the adoption of any Law has made it unlawfulor bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or that the compliance with any Governmental Authority that is a courtdirective of any Official Body (in the case of any bank regulatory guideline, statutory board whether or commission has asserted that not having the force of Law), shall make it is unlawful, unlawful for any Lender APA Bank to acquire or its Applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate a Eurodollar Funding as contemplated by this Agreement, then(i) such APA Bank shall promptly, on notice thereof by such Lender to after becoming aware thereof, notify 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 or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Funding Agent and the Borrower that the circumstances giving rise to such determination no longer existthereof, (Bii) upon receipt the commitment of such noticeAPA Bank hereunder to make a portion of a Eurodollar Funding, continue any portion of a Eurodollar Funding as such and convert an ABR Funding to a Eurodollar Funding shall forthwith be cancelled, and such cancellation shall remain in effect so long as the circumstance described above exists, and (iii) such APA Bank's portion of any Eurodollar Funding then outstanding shall be converted automatically to an ABR Funding on the last day of the related Eurodollar Funding Period, or within such earlier period as required by law. If any such conversion of a portion of a Eurodollar Funding occurs on a day which is not the last day of the related Eurodollar Funding Period, the Borrower shall upon demand from pay to such Lender APA Bank such amounts, if any, as may be required to compensate such APA Bank pursuant to Section 7.6 hereof. If circumstances subsequently change so that it is no longer unlawful for an affected APA Bank to acquire or to maintain a portion of a Eurodollar Funding as contemplated hereunder, such APA Bank will, as soon as reasonably practicable after such APA Bank knows of such change in circumstances, notify the Borrower, and the related Funding Agent (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, convert all Eurocurrency Rate Loans and upon receipt 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, (C) upon any such prepayment or conversionnotice, 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 obligations of such Lender, otherwise APA Bank to acquire or maintain its acquisition of portions of Eurodollar Fundings or to convert its portion of an ABR Funding into portions of Eurodollar Fundings shall be materially disadvantageous to such Lenderreinstated.

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 Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementEurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans in the affected currency or currencies or 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, (B) upon . 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, convert all 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. Notwithstanding the foregoing to the contrary and despite the illegality for such a Lender to make, maintain or fund Eurodollar Rate Loans, (C) upon that Lender shall remain committed to make Base Rate Loans and shall be entitled to recover interest thereon 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, due under Section 3.05 in connection accordance with the terms thereof due to 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.or

Illegality. (a) If any Lender determines in good faith that any Law or guideline has made it unlawfulunlawful or impermissible, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawfulunlawful or impermissible under any such guideline, 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 Rate as contemplated by this AgreementEurodollar Rate, in each case after the Closing Date, then, on written 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 Eurodollar Rate Loans or 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, (B) upon . Upon receipt of such notice, the Borrower shall upon promptly following written 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, convert all Eurocurrency applicable 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 and in accordance with guidelines continue to maintain such Eurocurrency Eurodollar Rate Loans to such day, or promptly, if such Lender may not lawfully or in accordance with guidelines continue to maintain such Eurocurrency Eurodollar Rate Loans, (C) upon . 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. (a) If any a Lender determines (after consultation with the Administrative Agent) 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 the Lender or its Applicable Lending Office to make, maintain or fund Eurocurrency Rate Loansany Loan, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementLIBOR component of the Floating Rate, or any Governmental Authority has imposed material restrictions on the authority of a 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 Administrative Agent and the Administrative AgentBorrower, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency its portion of the Loans based upon the LIBOR component of the Floating Rate Loans or 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, (B) upon . Upon receipt of such notice, the Borrower shall shall, upon demand from the Lender, either (i) convert such Lender’s portion of the Loans to a Base Rate Loan, either on the last day of the Interest Period therefor, if such Lender (with a copy may lawfully continue to maintain its portion of the Administrative Agent), prepay in Loans based upon the case LIBOR component of Eurocurrency the Floating Rate Loans, to such Eurocurrency Rate Loans that have become unlawful day or, immediately, if applicable, convert all Eurocurrency Rate Loans of such Lender may not lawfully continue to Base Rate maintain its portion of the Loans or (ii) prepay such Lender’s portion of the Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate its portion of the Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, (C) its portion of the Loans based upon the LIBOR component of the Floating Rate. Upon any such prepayment or conversionprepayment, 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 Lenderprepaid.

Illegality. (a) If If, after the date hereof, the adoption of any Lender determines that any Law has made it unlawfulapplicable law, rule or regulation, or that any Governmental change therein or any existing or future 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 (any such agency being referred to as an "Authority" and any such event being referred to as a "Change of Law"), or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any Authority that is a court, statutory board shall make it unlawful or commission has asserted that it is unlawful, impossible for any Lender Bank (or its Applicable Lending Office Office) to make, maintain or fund Eurocurrency Rate Loansits Euro-Dollar Loans or Foreign Currency Loans and such Bank shall so notify the Agent, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on Agent shall forthwith give notice thereof by such Lender to the Borrower through other Banks and the Administrative AgentBorrower, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended whereupon until such Lender Bank notifies the Administrative Agent Borrower and the Borrower Agent that the circumstances giving rise to such determination suspension no longer exist, (B) upon receipt the obligation of such noticeBank to make Euro-Dollar Loans or Foreign Currency Loans, as the case may be, shall be suspended. Before giving any notice to the Borrower shall upon demand from such Lender (with a copy pursuant to the Administrative Agent), prepay in the case of Eurocurrency Rate Loansthis Section, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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, (C) 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 any 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 Euro-Dollar Loans or Foreign Currency Loans, as the case may be, to maturity and shall so specify in such notice, the Borrower shall immediately prepay in full the then outstanding principal amount of each Euro-Dollar Loan or Foreign Currency Loans, as the case may be, of such Bank, together with accrued interest thereon and any amount due such Bank pursuant to Section 8.05(a). Concurrently with prepaying each such Euro-Dollar Loan or Foreign Currency Loan, as the case may be, the Borrower shall borrow a Base Rate Loan in an equal principal amount from such Bank (on which interest and principal shall be payable contemporaneously with the related Euro-Dollar Loans or Foreign Currency Loans, as the case may be, of the other Banks), and such Bank shall make such a Base Rate Loan.

Illegality. (a) If any Lender determines that any Change in Law has made shall make it unlawful, unlawful or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, impossible for any Lender or its Applicable Lending Office to make, maintain or fund Eurocurrency any Eurodollar Loan or LIBOR Index Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by Loan and such Lender to the Borrower through shall so notify the Administrative Agent, in respect of Eurocurrency Rate Loansthe Administrative Agent shall promptly give notice thereof to the Borrower and the other Lenders, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist, (B) upon receipt the obligation of such noticeLender to make Eurodollar Loans or LIBOR Index Rate Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans or LIBOR Index Rate Loans, shall be suspended. In the Borrower case of the making of a Eurodollar Borrowing or LIBOR Index Rate Borrowing, such Lender’s Revolving Loan shall upon demand from be made as a Base Rate Loan as part of the same Revolving Borrowing and, with respect to Eurodollar Loans, for the same Interest Period, and if the affected Eurodollar Loan or LIBOR Index Rate Loan is then outstanding, such Lender (with Loan shall be converted to a copy to the Administrative Agent)Base Rate Loan immediately, prepay in the case of Eurocurrency a Loan that is a LIBOR Index Rate LoansLoan, such Eurocurrency Rate Loans and, in the case of a Loan that have become unlawful oris a Eurodollar Loan, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either either: (a) on the last day of the then current Interest Period therefor, applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans Loan to such day, date; or promptly, (b) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurocurrency Rate Loans, (C) upon any Eurodollar Loan to such prepayment or conversiondate. Notwithstanding the foregoing, the Borrower shall also pay accrued interest on affected Lender shall, prior to giving such notice to the amount so prepaid or converted and all amounts dueAdministrative Agent, 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 would avoid the need for any giving such notice and will not, if such designation would not otherwise be disadvantageous to such Lender in the good faith judgment exercise of such Lender, otherwise be materially disadvantageous to such Lenderits discretion.

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 Rate as contemplated by this AgreementRate, 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 or 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, (B) upon . 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, 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, (C) upon . 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, result in any unreimbursed cost or expense or be 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 Lending Office to make, maintain or fund Eurocurrency Rate LoansLoan, to determine or charge interest rates based upon the Eurocurrency Rate 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 or 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, (B) upon receipt of such notice, the Borrower 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, convert all 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, (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. (a) If any Lender determines that any Law has made it unlawfulApplicable Law, or that any change therein or in the interpretation or application thereof by any court or by any Governmental Authority or central bank or comparable agency or any other entity charged with the interpretation or administration thereof or compliance by the Lender with any request or direction (whether or not having the force of law provided that if not having the force of law, the Lender's decision to comply therewith is a courtreasonable, statutory board prudent and in good faith) of any such Governmental Authority, central bank or commission has asserted that comparable agency or entity, now or hereafter makes it is unlawful, unlawful or impossible for any the Lender or its Applicable Lending Office to make, fund or maintain a Borrowing or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by perform its obligations under this Agreement, thenthe Lender may, on by written notice thereof by such Lender to the Borrower through terminate its obligations to make further advances under this Agreement, and the Administrative AgentBorrower, in respect of Eurocurrency Rate Loansif required by the Lender, shall repay forthwith (A) any obligation or at the end of such longer period as the Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies at its discretion has agreed) the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon receipt principal amount of such noticeBorrowing together with accrued interest (without penalty or bonus), the Borrower shall upon demand from along with such Lender (with a copy Additional Compensation as may be applicable to the Administrative Agent), prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all Eurocurrency Rate Loans date of such payment and all costs, losses and expenses incurred by the Lender to Base Rate Loans, either on the last day by reason of the Interest Period therefor, if liquidation or re-deployment of deposits or other funds or for any other reason whatsoever resulting from the repayment of such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, Borrowing or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, (C) upon any part thereof. If any such prepayment or conversion, change shall only affect a portion of 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 Lender's obligations 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 notthis Agreement which is, in the good faith judgment opinion of such Lenderthe Lender acting reasonably, severable from the remainder of this Agreement so that the remainder of this Agreement may be continued in full force and effect without otherwise be materially disadvantageous affecting any of the obligations of the Lender or the Borrower hereunder, the Lender shall, after allowing the Borrower the option to such Lenderconvert its Loan, only declare its obligations under that portion so terminated.

Illegality. Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurocurrency Rate Loans denominated in any currency (such currency whether Dollars or an Optional Currency referred to in this Section 5.6 as the "Affected Currency"), such Lender shall forthwith give notice of such circumstances to the Borrowers and the other Lenders and thereupon (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 Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate 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 commitment of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans denominated in the Affected Currency shall forthwith be suspended until and (b) such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Rate Loans, such Lender's Loans then outstanding as Eurocurrency Rate Loans that have become unlawful orand denominated in an Affected Currency where such Affected Currency is Dollars, if applicableany, convert all Eurocurrency Rate Loans of such Lender shall be converted automatically to Base Rate Loans, either Loans on the last day of the each Interest Period therefor, if such Lender may lawfully continue applicable to maintain such Eurocurrency Rate Loans or within such earlier period as may be required by law and the Eurocurrency Rate Loans then outstanding and denominated in an Optional Currency that is an Affected Currency if any, shall be repaid on the last day of each Interest Period applicable to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, (C) upon any Loan or within such prepayment or conversion, earlier period as may be required by law. The Borrowers hereby jointly and severally agree promptly to pay the Borrower shall also pay accrued interest on Administrative Agent for 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 account of such Lender, otherwise be materially disadvantageous to upon demand by such Lender, any additional amounts necessary to compensate such Lender for any costs incurred by such Lender in making any conversion in accordance with this Section 5.6, including any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its Eurocurrency Rate Loans hereunder.

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 Adjusted Eurocurrency Rate as contemplated by this AgreementRate, 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, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or 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, (B) upon . 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, convert all 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, (C) upon . 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 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. 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. (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 LIBO Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementLIBO Rate, 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 LIBO Rate Loans or 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, (B) upon . Upon receipt of such notice, the Borrower 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, convert all Eurocurrency applicable 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, (C) upon . 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. (a) If Notwithstanding 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 Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by other provision of this Agreement, then, on notice if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by such any relevant Governmental Authority to any Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) any obligation of shall make it unlawful for such Lender to make or continue Eurocurrency Rate maintain Eurodollar Loans as contemplated by this Agreement or to convert Base Rate Loans obtain in the interbank eurodollar market the funds with which to Eurocurrency Rate Loans shall be suspended until make such Loans, (a) such Lender notifies shall promptly notify the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer existCompany thereof, (Bb) upon receipt of such notice, the Borrower 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, convert all Eurocurrency Rate Loans commitment of such Lender hereunder to Base make Eurodollar Loans or continue Eurodollar Loans as such shall forthwith be cancelled and (c) such Lender’s Committed Rate Loans then outstanding as Eurodollar Loans, either if any, shall be converted on the last day of the Interest Period thereforfor such Loans or within such earlier period as required by law into Alternate Base Rate Loans. The Company hereby agrees promptly to pay any Lender, if upon its demand, any additional amounts necessary to compensate such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if for actual and direct costs reasonably incurred by such Lender may in making any repayment in accordance with this subsection including, but not lawfully continue limited to, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its Eurodollar Loans hereunder. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Eurocurrency Rate LoansLender, (C) upon any such prepayment or conversionthrough the Administrative Agent, to the Borrower Company shall also pay accrued interest on be conclusive in the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05absence of manifest error. Each Lender agrees to designate a different Applicable Lending Office if such designation will use reasonable efforts to avoid the need for or to minimize any such notice and will not, in the good faith judgment of such Lender, amounts which may otherwise be materially disadvantageous payable pursuant to this subsection; provided, however, that such Lenderefforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender to be material.

Illegality. (a) 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, rule or regulation makes it unlawful, or that any central bank or other Governmental Authority that is a court, statutory board or commission has asserted asserts that it is unlawful, for any Lender or its Applicable Eurodollar Lending Office to makeperform its obligations hereunder to make Eurodollar Rate Advances, or to fund or maintain or fund Eurocurrency Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate LoansAdvances, (Aa) any obligation each Eurodollar Rate Advance of such Lender to make or continue Eurocurrency Rate Loans or 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 existwill automatically, (B) upon receipt of such notice, the Borrower 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, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthen in effect therefor if permitted by applicable law or otherwise upon demand, if Convert into a Base Rate Advance and (b) the obligation of such Lender may lawfully continue to maintain make Eurodollar Rate Advances or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers (promptly following notice from such Eurocurrency Rate Loans to Lender) that the circumstances causing such daysuspension no longer exist; provided, or promptlyhowever, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, (C) upon that before making any such prepayment or conversiondemand, 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 each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Eurodollar Lending Office if the making of such a designation will avoid the need for any 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 reasonable judgment of such Lender, be otherwise be materially disadvantageous to such Lender. If the obligation of a Lender to make Eurodollar Rate Advances is suspended pursuant to this Section 2.12, then, until the circumstances causing such suspension no longer apply to such Lender, all Eurodollar Rate Advances that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Advances, and all payments of principal of and interest on such Base Rate Advances shall be made at the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Borrowing.

Illegality. (a) If Notwithstanding any other provision of this Agreement, if any Lender determines shall notify the Administrative Agent that it has determined in good faith 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 that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any Lender or its Applicable Eurodollar Lending Office to make, perform its obligations hereunder to make Eurodollar Rate Advances or CAF Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances or fund Eurocurrency CAF Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate LoansAdvances hereunder, (Aa) any each Eurodollar Rate Advance or CAF Eurodollar Rate Advance, as the case may be, will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.09(a)(i), as the case may be, and (b) the obligation of such Lender the Lenders to make Eurodollar Rate Advances or continue Eurocurrency CAF Eurodollar Rate Loans Advances or to convert Base Convert Revolving Advances into, Eurodollar 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; provided, (B) upon receipt of such noticehowever, the Borrower 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, convert all 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, (C) upon before making any such prepayment or conversiondemand, 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 each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Eurodollar Lending Office if the making of such a designation will avoid would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or CAF Eurodollar Rate Advances, as the need for any such notice case may be, or to continue to fund or maintain Eurodollar Rate Advances or CAF Eurodollar Rate Advances, as the case may be, and will would not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender.. CERC 5-Year Revolving Credit Agreement

Illegality. (a) 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 law or regulation makes it unlawful, or that any central bank or other Governmental Authority that is a court, statutory board or commission has asserted asserts that it is unlawful, for any such Lender or its Applicable applicable Lending Office to perform its obligations under this Agreement to make, maintain maintain, or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate 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 Eurodollar Advances of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and then outstanding hereunder, (a) the Borrower that the circumstances giving rise to such determination shall, no longer existlater than 10:00 a.m. (Denver, Colorado time) (Bi) upon receipt of such noticeif not prohibited by law, the Borrower 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, convert all 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, (C) 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 2.10 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 Applicable Lending Office if the making of such designation will would avoid the need for any 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. (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 Rate as contemplated by this AgreementRate, 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 or 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, (B) upon . Upon receipt of such notice, the Borrower 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, convert all 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, (C) upon . 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 Applicable another Lending Office if such designation will avoid the need for any 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. (a) 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 that is a court, statutory board central bank or commission has asserted other governmental authority (including any supra-national body such as the European Union or the European Central Bank) asserts that it is unlawful, for any such Lender or its Applicable Eurocurrency Lending Office to make, maintain or fund perform its obligations hereunder to make Eurocurrency Rate Loans, Advances in Dollars or any Committed Currency or to determine fund or charge interest rates based upon the maintain Eurocurrency Rate as contemplated by this AgreementAdvances in Dollars or any Committed Currency hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (Ai) any the obligation of such Lender the Lenders to make or continue Continue, or to Convert Advances into, Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans Advances denominated in the affected currency 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, exist and (Bii) upon receipt of such notice, the Borrower shall upon demand prepay in full all Eurocurrency Rate Advances denominated in the affected currency 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 in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert exchanges all Eurocurrency Rate Loans Advances denominated in the affected currency of all the Lenders then outstanding into Advances in a principal amount equal to the Equivalent in an unaffected currency; provided that, before making any such demand, 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, use reasonable efforts (Cconsistent with its internal policy and legal and regulatory restrictions) 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 Eurocurrency Lending Office if the making of such a designation will avoid the need for any would allow such notice Lender or its Eurocurrency Lending Office to continue to perform its obligations to make Eurocurrency Rate Advances or to continue to fund or maintain Eurocurrency Rate Advances and will would not, in the good faith judgment of such Lender, be 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 Lending Office to perform any of its obligations hereunder or make, maintain or fund Eurocurrency Rate Loans, ,or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the Eurocurrency Rate 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 makeissue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurocurrency Rate Loans or 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, (B) upon receipt of such notice, the Borrower 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, convert all 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, (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. (a) 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 central bank or other Governmental Authority that is a court, statutory board or commission has asserted asserts that it is unlawful, for any Lender or its Applicable Lending Office to makeperform its obligations hereunder to make Loans (other than, maintain or fund Eurocurrency subject to clause (c) of this paragraph, Base Rate Loans, ) or to determine fund or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by maintain any such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (Aa) any obligation each such Loan of such Lender will automatically, upon such demand, be Converted into a Base Rate Loan, (b) the obligation of the Lenders to make or continue Eurocurrency Rate such Loans or to convert Convert Base Rate Loans to Eurocurrency Rate into such Loans shall be suspended until and (c) if such notice asserts the illegality of such Lender notifies making or maintaining Base Rate Loans, the interest rate on which is determined by reference to the Adjusted Term SOFR component of the Base Rate, the interest rate on such Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR component of the Base Rate, in each case, until the Administrative Agent shall notify the Borrower and the Borrower Lenders that the circumstances giving rise to causing such determination suspension no longer exist, (Bin each case, subject to Section 9.04(b) upon receipt of such noticehereof; provided, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent)however, prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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, (C) upon before making any such prepayment or conversiondemand, 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 each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation will avoid would allow such Lender or its Applicable Lending Office to continue to perform its obligations to make Loans or to continue to fund or maintain such Loans, as the need for any such notice case may be, and will would not, in the good faith judgment of such Lender, be otherwise be materially disadvantageous to such Lender.

Illegality. (a) If any Lender reasonably determines that due to any Change in Law has made it is 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 Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower Agent through the Administrative Agent, in respect of Eurocurrency Rate Loans, (Aa) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower Agent that the circumstances giving rise to such determination no longer exist, (Bb) upon receipt of such notice, the Borrower Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in the case of Eurocurrency Rate Loans, Loans such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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, and (Cc) 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.

Illegality. (a) If If, on or 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 that is a courtchange in any applicable law, statutory board rule or commission has asserted that 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 Euro-Currency Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency shall make it is unlawful, unlawful for any Lender Bank (or its Applicable Euro-Currency Lending Office Office) to make, maintain or fund Eurocurrency Rate Loansits Euro-Currency Loans in a particular currency, to determine or charge interest rates based upon the Eurocurrency Rate 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 or 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, whereupon until such Bank notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination suspension no longer exist, (B) upon receipt the obligation of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay Bank in the case of Eurocurrency Rate the event described above to make Euro-Currency Loans in such currency, shall be suspended. With respect to Euro-Currency Loans, before giving any notice to the Administrative Agent pursuant to this Section 8.2, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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, (C) 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 Euro-Currency Lending Office if such designation will avoid the need for any giving such notice and will not, in the good faith reasonable judgment of such LenderBank, be otherwise be materially commercially disadvantageous to such LenderBank. If at any time, it shall be unlawful for any Bank to make, maintain or fund any of its Euro-Currency Loans, the Borrower shall have the right, upon five (5) Business Days’ notice to the Administrative Agent, to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Loans and/or Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and/or Commitments, together with accrued and unpaid interest and fees thereon and all other amounts due to such Bank are concurrently therewith paid in full to such Bank, and to become a Bank hereunder, or obtain the agreement of one or more existing Banks to offer to purchase the Loans and/or Commitments of such Bank for such amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest due thereon and any and all fees and other amounts due hereunder, upon which event, such Bank’s Commitments shall be deemed to be canceled pursuant to Section 2.11(d).

Illegality. (a) If at any time any Lender determines that any Change in 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 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 Rate as contemplated by this AgreementAdjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower (through the Administrative Agent) to Lufkin, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Rate Eurodollar Loans or 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, (B) upon . Upon receipt of such notice, the Borrower shall Borrowers shall, upon demand from such Lender (with a copy to through the Administrative Agent), prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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, (C) upon . 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 Applicable Lending Office if such designation will avoid the need lending office for any such notice funding or booking its Loans hereunder or to assign its rights and will notobligations hereunder to another of its offices, branches or affiliates, if, in the good faith sole judgment of such Lender, such designation (i) would eliminate the need for such notice and (ii) would not subject such 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. (a) If any Lender determines that any Requirement of 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 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 as contemplated by this AgreementRate, 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 or 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, (B) upon . 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, convert all 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, (C) upon . 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 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. Notwithstanding any other provision of this Agreement or the other Operative Documents to the contrary, if it becomes unlawful or contrary to an official directive of a Governmental Entity, any Applicable Law, or any interpretation, directive or request or change therein, or change in the administration or enforcement thereof after the date hereof for any Lender to honor any obligation to maintain any Loan funded by Dollar borrowings on the London interbank market or if for any reason any Lender is unable to borrow Dollars on the London interbank market (in either case, an “Illegality Event”, and any Loan affected thereby, an “Illegal Loan”) then (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 Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender to the Borrower through the Administrative Lenders shall promptly notify Agent, in respect of Eurocurrency Rate LoansObligees and Obligor thereof, (Ab) any obligation of such Lender to make or continue Eurocurrency Rate Loans or 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, (B) upon receipt of such notice, the Borrower 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, convert all 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, (C) upon Illegality Event can be avoided without incurring 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 notconsequences which are, in the good faith sole judgment of such Lender, otherwise be materially disadvantageous adverse to such Lender, then such Lender shall make reasonable, good faith efforts consistent with its internal policy to effect such avoidance, (c) if, notwithstanding such Lender’s efforts in accordance with clause (b) hereof, any Loan remains an Illegal Loan, then, at the time specified for such in the notice given in accordance with clause (a) above, the interest rate on any such Illegal Loan shall be automatically converted to the Alternate Rate and (d) all Loans made after such Illegality Event shall accrue interest at the Alternate Rate. Obligor shall compensate such Lender, upon such Lender’s written request, for all reasonable losses, expenses and liabilities incurred which such Lender may sustain as a result of the conversion or any payment of any Illegal Loan on a date other than a Payment Date.

Illegality. (a) 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 that is a court, statutory board central bank or commission has asserted other governmental authority asserts that it is unlawful, for any such Lender or its Applicable Eurodollar Lending Office to make, perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain or fund Eurocurrency Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementAdvances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (Ai) any the obligation of such Lender the Lenders to make or continue Eurocurrency Rate Loans Continue, or to convert Base Convert A Advances into, Eurodollar 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, exist and (Bii) upon receipt of such notice, the Borrower shall upon demand prepay in full all Eurodollar Rate Advances of all Lenders then outstanding, together with interest accrued thereon (but not any payments otherwise due pursuant to Section 8.04(c)), unless the Borrower, within five Business Days of notice from such Lender (with a copy to the Administrative Agent), prepay Converts all Eurodollar Rate Advances of all the Lenders then outstanding into Base Rate Advances in the case of Eurocurrency Rate Loansaccordance with Section 2.10; provided that, before making any such demand, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all 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, (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 use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Eurodollar Lending Office if the making of such a designation will avoid the need for any 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. (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 or BBSY Loans (whether denominated in Dollars or Australian Dollars), or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreementor 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, in respect of Eurocurrency Rate Loans, (A) 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 or, in the case of Eurocurrency Rate Loans 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, (B) upon . Upon receipt of such notice, the Borrower shall Borrowers shall, upon demand from such Lender (with a copy to the Administrative applicable Agent), prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicableapplicable and such Loans are denominated in Dollars, convert all 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, (C) upon . 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 Lenderconverted.

Illegality. (a) If If, with respect to any Lender determines that Lender, the implementation of any existing provision of Applicable Law has made it unlawfulor the adoption of any Applicable Law, or that any Governmental Authority that is a court, change therein or in the interpretation or application thereof by any court or by any statutory board or commission has asserted that now or hereafter makes it is unlawful, unlawful for any such Lender or its Applicable Lending Office to make, fund or maintain all or fund Eurocurrency Rate Loansany portion of an outstanding Advance, to determine maintain all or charge interest rates based upon any part of its Commitment hereunder or to give effect to its obligations in respect of all or any portion of an outstanding Advance (including without limitation, any illegality due to any economic or financial sanctions administered or enforced by any Sanctions Authority or if a Lender or the Eurocurrency Rate Administrative Agent is advised in writing by a Sanctions Authority that penalties will be imposed by a Sanctions Authority as contemplated a result of any Lender’s participation in the Loan Documents or any other business or financial relationship with the Borrowers or their Subsidiaries), such Lender may, by this Agreement, then, on written notice thereof by such Lender to the Borrower Borrowers and the other Lenders through the Administrative AgentAgent (supported, in respect at the request and expense of Eurocurrency Rate Loansthe Borrowers, (A) any obligation by an opinion of such Lender’s counsel), declare the obligations of such Lender under this Agreement to make or continue Eurocurrency Rate Loans or be terminated whereupon the same shall forthwith terminate, and the Borrowers to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until whom such Lender notifies has made Advances shall repay within the Administrative Agent and time required by such law (or as promptly as practicable if already unlawful or at the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon receipt end of such notice, the Borrower 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, convert all 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, (C) upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts duelonger period, if any, as such Lender in connection with its bona fide opinion may agree) the principal of the Advances made by such prepayment or conversion under Section 3.05Lender. Each Lender agrees to designate a different Applicable Lending Office if such designation will avoid the need for If any such notice and will notchange shall affect only that portion of such Lender’s obligations under this Agreement that is, in the good faith judgment bona fide opinion of such Lender, severable from the remainder of this Agreement so that the remainder of this Agreement may be continued in full force and effect without otherwise be materially disadvantageous to affecting any of the obligations of such LenderLender or the Borrowers hereunder, such Lender shall declare its obligations under only that portion so terminated.

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 Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementEurodollar 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, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or 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, (B) upon . Upon receipt of such notice, the Borrower shall Company and the Borrowers (jointly and severally) 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, convert all Eurocurrency such Eurodollar Rate Loans of such Lender to Base Rate LoansLoans immediately. If any Lender determines that any Law has made it unlawful, either on the last day of the Interest Period thereforor that any Governmental Authority has asserted that it is unlawful, if for such Lender may lawfully continue or its applicable Lending Office to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency participate in outstanding Eurodollar Rate Loans, then, on notice thereof by such Lender to the Company through the Administrative Agent, the Company and the Borrowers (Cjointly and severally) upon shall prepay such Eurodollar Rate Loans of such Lender or convert all such Eurodollar Rate Loans of such Lender to Base Rate Loans 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 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 Lenderconverted.

Illegality. If, after the date hereof, 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 (aincluding without limitation the National Association of Insurance Commissioners (the "NAIC")) If charged with the interpretation or administration thereof, or compliance by any Lender determines that (or its Euro-Dollar Lending Office) with any Law has request or directive made or issued after the date hereof (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 that is a court, statutory board or commission 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 Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by its Euro-Dollar Loans and such Lender to the Borrower through shall so notify the Administrative Agent, in respect of Eurocurrency Rate Loansthe Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or 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, (B) upon receipt of such notice, the Borrower 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, convert all Eurocurrency Rate Loans obligation of such Lender to Base Rate make Euro-Dollar Loans, either on or to convert outstanding Loans into Euro-Dollar Loans or continue outstanding Loans as Euro-Dollar Loans, 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, (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 Euro-Dollar Lending Office if such designation will avoid the need for any 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 (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 as a Euro-Dollar Loan to such day or (ii) 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. 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 Euro-Dollar Loans of the other Lenders.

Illegality. (a) If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted after the Closing Date that it is unlawful, for any Lender or its Applicable Lending Office applicable lending office to make, make or maintain or fund Eurocurrency Rate any Eurodollar Loans, to determine or charge interest rates based upon the Eurocurrency Rate 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 obligations of such Lender to make or continue Eurocurrency Rate Eurodollar Loans or to convert Base Rate Loans Borrowings to Eurocurrency Rate Loans Eurodollar Borrowings, as the case may be, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist, (B) upon . 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, convert all Eurocurrency Rate Loans such Eurodollar Borrowings of such Lender to Base Rate LoansBorrowings, 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, (C) upon . 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 The affected Lender agrees to use reasonable efforts to designate a different Applicable Lending Office if such designation will avoid the need lending office for any such notice funding or booking its Loans hereunder or to assign its rights and will notobligations hereunder to another of its offices, branches or Affiliates, if, in the good faith reasonable judgment of such Lender, such designation or assignment would allow it to lawfully make or maintain such Eurodollar Loans and would not otherwise be materially disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by such Lender in connection with any such designation or assignment.

Illegality. (a) If any Lender reasonably 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 Lending Office to make, maintain or fund Eurocurrency Rate LoansLoans whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the Eurocurrency Rate as contemplated by this Agreementauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Administrative Borrower through the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Administrative Borrower that the circumstances giving rise to such determination no longer exist, (B) upon which such Lender agrees to do promptly after permitted by applicable Laws. Upon receipt of such notice, (x) 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, convert all Eurocurrency Rate LIBOR Loans of such Lender to Base a fixed rate Applicable Rate Loansto be agreed upon by the Administrative Agent and Borrower, either on the last day of the Interest Period interest period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate LIBOR Loans to such day, or promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBOR, the Administrative Agent shall during the period of such suspension compute the fixed Applicable Rate Loans, (C) applicable to such Lender without reference to the LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBOR. 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 Lenderconverted.

Illegality. (a) If after the Closing Date, any Lender reasonably 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 any Eurocurrency Rate Loans, or to determine or charge interest rates based upon the applicable Eurocurrency Rate as contemplated by this AgreementRate, 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 any affected Eurocurrency Rate Loans or 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, (B) upon . Upon receipt of such notice, the Borrower may 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 in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, (i) if applicable, convert all 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, (C) upon . 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. Notwithstanding any other provision of this Agreement, if any Bank (aeach an “Affected Bank”) If shall notify the Borrower and the Administrative Agent that the introduction of or any Lender determines that any Change in Law has made makes it unlawful, or that any central bank or other Governmental Authority that is a court, statutory board or commission has asserted asserts that it is unlawful, for any Lender Bank, or its Applicable Eurodollar Lending Office Office, to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation of the Affected Bank to make, maintain or fund Eurocurrency to Convert Advances into, Eurodollar Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated Advances shall forthwith be suspended (and any request by this Agreement, then, on notice thereof by such Lender to the Borrower through for a Borrowing comprised of Eurodollar Rate Advances shall, as to each Affected Bank, be deemed a request for a Base Rate Advance to be made on the same day as the Eurodollar Rate Advances of the Banks that are not Affected Banks and such Base Rate Advance shall be considered as part of such Borrowing) until the Affected Bank shall notify the Borrower, the Banks and the Administrative Agent, in respect of Eurocurrency Rate Loans, Agent that the circumstances causing such suspension no longer exist and (Aii) any obligation of forthwith after such Lender notice from an Affected Bank to make or continue Eurocurrency Rate Loans or 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 existBorrower, (B) upon receipt all Eurodollar Rate Advances of such notice, the Borrower Affected Bank shall upon demand from such Lender (with a copy be deemed to the Administrative Agent), prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all Eurocurrency Rate Loans of such Lender be Converted to Base Rate Loans, either on the last day Advances (but will otherwise continue to be considered as a part of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans respective Borrowings that they were a part of prior to such dayConversion); provided, or promptlyhowever, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loansthat, (C) upon before making any such prepayment or conversiondemand, the Borrower shall also pay accrued interest on the amount so prepaid or converted such Bank agrees to 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 Applicable Eurodollar Lending Office if the making of such a designation will avoid the need for any would allow such notice Bank 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 LenderBank, be otherwise be materially disadvantageous to such LenderBank. In the event any Bank shall notify the Administrative Agent of the occurrence of any circumstance contemplated under this Section 2.16, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Rate Advances that would have been made by such Bank or the Converted Eurodollar Rate Advances shall instead be applied to repay the Base Rate Advances made by such Bank in lieu of such Eurodollar Rate Advances or resulting from the Conversion of such Eurodollar Rate Advances and shall be made at the time that payments on the Eurodollar Rate Advances of the Banks that are not Affected Banks are made. Each Bank that has delivered a notice of illegality pursuant to this Section 2.16 above agrees that it will notify the Borrower as soon as practicable if the conditions giving rise to the illegality cease to exist.

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 Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementEurodollar Rate, 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 Eurodollar Rate Loans or 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, (B) upon . 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, convert all 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, (C) upon . 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 Applicable 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 any 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 Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementEurodollar 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, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Eurodollar Rate Loans or 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, (B) upon . 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, convert all 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, (C) upon . 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 Applicable Lending Office if such designation will avoid of the need for any such notice initial Lenders represents and will warrants that it has not, as of the date of this Agreement, made any determination of the type referenced in the good faith judgment first sentence of this Section 3.02, and is not aware of any basis for such Lendera determination, otherwise and 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. (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 any other Approved Currency), or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementRate, then, on notice thereof by such Lender to the Lead 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 Lead Borrower that the circumstances giving rise to such determination no longer exist, (B) upon . Upon receipt of such noticenotice by the Lead Borrower, 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 applicableapplicable 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, (C) upon . 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.

Illegality. (a) If Notwithstanding any other provision of this Agreement, if the Lender determines that any a Change in Law has made makes it unlawful, or that any a Governmental Authority that is a court, statutory board or commission has asserted asserts that it is unlawful, for any Lender or its Applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this Agreement, then, on notice thereof by such Lender to perform its obligations hereunder to make the Advance or to fund or maintain the Advance hereunder, or any Governmental Authority has imposed material restrictions on the authority of the Lender to purchase or sell, or to take deposits of, Dollars in the London interbank Eurodollar market, then the Lender shall promptly notify the Borrower through thereof, following which (a) until the Administrative Agent, in respect of Eurocurrency Rate Loans, (A) any obligation of such Lender to make or continue Eurocurrency Rate Loans or 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 suspension no longer exist, the obligation of the Lender to make the Advance shall be suspended and (Bb) upon receipt of if the Lender shall so request in such noticenotice or if such Change in Law or such restrictions shall so mandate, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay in full the case then outstanding principal amount of Eurocurrency Rate Loansthe Advance, together with accrued interest thereon and all other amounts payable by the Borrower under this Agreement, on or before such Eurocurrency Rate Loans that have become unlawful or, if applicable, convert all Eurocurrency Rate Loans of date as shall be mandated by such Change in Law or such restrictions. If it is lawful for the Lender to Base Rate Loans, either on maintain its Advance through the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans then applicable to such dayAdvance, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, (C) upon any such prepayment or conversion, shall be due on such last day. Notwithstanding 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 notforegoing, in the good faith judgment event that the Lender has notified the Borrower that it is not unlawful for such Lender to maintain Advance accruing interest at a rate determined by reference to the Base Rate, (i) each Eurodollar Rate Advance held by the Lender will automatically, upon such election, convert into a Base Rate Advance and (ii) the obligation of the Lender to make or maintain Eurodollar Rate Advance shall be suspended, in each case until the Lender shall notify the Borrower that the Lender has determined that the circumstances causing such Lender, otherwise be materially disadvantageous to such Lender.suspension no longer exist. 

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 LIBO Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate as contemplated by this AgreementLIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits in the London interbank market, in each case after the date hereof, 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 LIBO Rate Loans or 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. Promptly upon making any such determination, (B) upon receipt of such notice, Lender shall provide notice thereof to the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), and upon receipt of such notice, the Borrower shall, within three Business Days of receipt of written notice from such Lender, prepay in the case of Eurocurrency Rate Loans, such Eurocurrency Rate Loans that have become unlawful or, if applicable, or convert all Eurocurrency such 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 promptlyimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency LIBO Rate Loans, (C) upon . 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 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. (a) 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 that is a court, statutory board or commission has asserted that it is unlawful, unlawful for any Lender to make or its Applicable Lending Office maintain Eurodollar Loans or Multicurrency Loans or for the Swing Line Multicurrency Lender to make, make or maintain or fund Eurocurrency Rate Loans, to determine or charge interest rates based upon the Eurocurrency Rate Swing Line Multicurrency Loans as contemplated by this Agreement, then, on notice thereof by (a) the commitment of such Lender hereunder to the Borrower through the Administrative Agent, in respect of Eurocurrency Rate make (or to participate in) Eurodollar Loans, (A) any obligation of Multicurrency Loans or Swing Line Multicurrency Loans, continue Eurodollar Loans, Multicurrency Loans or Swing Line Multicurrency Loans as such and convert ABR Loans to Eurodollar Loans shall forthwith be cancelled until such time as it shall no longer be unlawful for such Lender to make or continue Eurocurrency Rate maintain the affected Loans, (b) such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Eurodollar Loans or to convert Base Rate within such earlier period as may be required by law and (c) such Lender's Multicurrency Loans to Eurocurrency Rate and the Swing Line Multicurrency Lender's Swing Line Multicurrency 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, (B) upon receipt of such notice, the Borrower 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, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either prepaid on the last day of the then current Interest Period thereforwith respect thereto. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, if the U.S. 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, (C) 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 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 Lendersubsection 9.11.