Section # Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to a Relevant Rate, or to determine or charge interest based upon the Relevant Rate, then, upon notice thereof by such Lender to the Borrower (through the Agent) (an “Illegality Notice”), # any obligation of the ​ to make Benchmark Advances, and any right of the Borrower to continue Benchmark Advances or to convert Floating Rate Loans to Benchmark Advances, shall be suspended, and # the interest rate on which Floating Rate Loans shall, if necessary to avoid such illegality, be determined by the Agent without reference to [clause (c)] of the definition of “Alternate Base Rate”, in each case until each affected Lender notifies the Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, the Company shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Agent), prepay or, if applicable, convert all Benchmark Advances to Floating Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Currency and the interest rate on which Floating Rate Loans shall, if necessary to avoid such illegality, be determined by the Agent without reference to [clause (c)] of the definition of “Alternate Base Rate”), on the last day of the Interest Period therefor (if applicable), if all affected ​ may lawfully continue to maintain such Benchmark Advances to such day, or immediately, with respect to any RFR Advances or if any Lender may not lawfully continue to maintain such Benchmark Advances to such day, in each case until the Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Relevant Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to [Section 3.4].

Section # Illegality. IfChange of Law. Notwithstanding any Lender determines thatother provisions of this Agreement or any other Loan Document, if at any time any Change in Law has mademakes it unlawful, or that any Governmental Authority has asserted that it is unlawful,unlawful for any Lender or its applicable lending office to make, maintain or fund Loans whose interest rate is determined by reference to athe Relevant Rate,Rate (whether denominated in Dollars or an Agreed Foreign Currency), or to determine or charge interest rates based upon the Relevant Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Agreed Foreign Currency in the applicable interbank market, then, uponon notice thereof by such Lender to the Borrower (throughthrough the Agent) (an “Illegality Notice”),Administrative Agent, # any obligation of the ​such Lender to make or continue Term Benchmark Advances, and any rightLoans in the affected currency or currencies or, in the case of the Borrower to continueTerm Benchmark Advances orLoans denominated in Dollars, to convert FloatingBase Rate Loans to Term Benchmark Advances,Loans shall be suspended,suspended and # if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which Floatingis determined by reference to the Relevant Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to [clause (c)]the Relevant Rate component of the definition of “Alternate Base Rate”,Rate, in each case until each affectedsuch Lender notifies the Administrative Agent and the CompanyBorrower that the circumstances giving rise to such determination no longer exist.exist (and each Lender hereby agrees to provide such notice promptly upon such circumstances ceasing to exist). Upon receipt of an Illegality Notice,such notice by the CompanyBorrower, # the Borrower shall, if necessary to avoid such illegality, upon demand from anysuch Lender (with a copy to the Administrative Agent), prepay or, if applicable,applicable and such Loans are denominated in Dollars, convert all Term Benchmark AdvancesLoans of such Lender to FloatingBase Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Currency and the(the interest rate on which FloatingBase Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to [clause (c)]the Relevant Rate component of the definition of “Alternate Base Rate”)Rate), either on the last day of the Interest Period therefor (if applicable),therefor, if all affected ​such Lender may lawfully continue to maintain such Term Benchmark AdvancesLoans to such day, or immediately, with respect to any RFR Advances or if anysuch Lender may not lawfully continue to maintain such Term Benchmark AdvancesLoans and # if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Relevant Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such day, in each caseLender without reference to the Relevant Rate component thereof until the Administrative Agent is advised in writing by each affectedsuch Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Relevant Rate.Rate (and each Lender hereby agrees to provide notice to the Administrative Agent and the Borrower when such illegality ceases to exist). Upon any such prepayment or conversion, the BorrowerBorrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to [Section 3.4].converted.

SECTION # Illegality. If any Lender determines that anyChange in Law has madeshall make it unlawful,unlawful or that any Governmental Authority has asserted that it is unlawful,impossible for any Lender orto perform any of its applicable lending officeobligations hereunder, to make, maintain or fund Loans whose interest is determined by reference to a Relevant Rate,any RFR Loan or Term Benchmark Loan or to determine or charge interest rates based upon any applicable Daily Simple RFR or Relevant Rate and such Lender shall so notify the Relevant Rate, then, uponAdministrative Agent, the Administrative Agent shall give written notice thereof by such Lender(or telephonic notice, promptly confirmed in writing) to the Borrower (throughand the Agent) (an “Illegality Notice”), # any obligation ofother ​ as promptly as practicable thereafter, whereupon until such Lender notifies the ​ to make Benchmark Advances,Administrative Agent and any right of the Borrower that the circumstances giving rise to continue Benchmark Advances or to convert Floating Rate Loans to Benchmark Advances, shall be suspended, andsuch notice no longer exist, # the interest rate on which FloatingAlternate Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to [clause (c)(iii)] thereof, # any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing either # at the end of the definition of “Alternate Base Rate”,applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or # immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, # if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in each case until eachDollars, such Borrowing shall be made as an ABR Borrowing, # if the affected Lender notifiesCurrency is a Foreign Currency other than CAD, # any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and the Companybinding absent manifest error) that the circumstances giving riseCentral Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and # any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either # be converted to such determination no longer exist. Upon receipt of an Illegality Notice, the Company shall, if necessary to avoid such illegality, upon demand from any Lender (with a copyTerm Benchmark Borrowing with a Relevant Rate equal to the Agent), prepay or,Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if applicable, convert all Benchmark Advances to Floatingthe Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate Loansfor the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Currency andaffected Currency) immediately in the interest rate on which Floating Rate Loans shall, if necessary to avoid such illegality, be determined bycase of an RFR Borrowing or, in the Agent without reference to [clause (c)]case of a Term Benchmark Borrowing, either # at the end of the definition of “Alternate Base Rate”), on the last day of theapplicable Interest Period therefor (if applicable), if all affected ​such Lender may lawfully continue to maintain such Benchmark AdvancesLoan to such day,date or immediately, with respect to any RFR Advances or# immediately if anysuch Lender shall determine that it may not lawfully continue to maintain such Term Benchmark AdvancesLoan to such day,date, # be converted into an ABR Borrowing denominated in eachDollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case untilof an RFR Borrowing or, in the case of a Term Benchmark Borrowing, either # at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or # immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, or # be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, either # at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or # immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, and # if the affected Currency is CAD, # any Borrowing Request that requests a Term Benchmark Borrowing denominated in CAD shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and # any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either # be converted to a Term Benchmark Borrowing denominated in CAD with a Relevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) either # at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or # immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, # be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) either # at the end of the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to such date or # immediately if such Lender shall determine that it may not lawfully continue to maintain such Term Benchmark Loan to such date, or # be prepaid in full at the end of the applicable Interest Period; provided that if no election is advisedmade by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in writing by eachthe case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected [clause (iv)](B)(1) or (v)(B)(1) above, as applicable. Notwithstanding the foregoing, the affected Lender that it is no longer illegalshall, prior to giving such notice to the Administrative Agent, use reasonable efforts to designate a different lending office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender to determine or charge interest rates based uponin the Relevant Rate.good faith exercise of its discretion. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to [Section 3.4]2.14].

Section # Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loansthe Loan whose interest is determined by reference to a Relevantthe Adjusted EURIBOR Rate, or to determine or charge interest based upon the RelevantAdjusted EURIBOR Rate, then, upon notice thereof by such Lender to the Borrower (through the Agent) (an “Illegality Notice”), # any obligation of the [[Lenders:Organization A:Organization]] to make Benchmark Advances, and any right of the Borrower to continue Benchmark Advances or to convert Floating Rate Loans to Benchmark Advances,Loan shall be suspended, and # the interest rate on which Floating Rate Loans shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each casesuspended until each affected Lender notifies the Agent and the CompanyBorrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, the CompanyBorrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Agent), prepay or, if applicable, convert all Benchmark Advancesthe reference used to Floatingdetermine the interest on the Loan from Adjusted EURIBOR Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Currency and the interest rate on which FloatingCentral Bank Rate Loans shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of theeach applicable Interest Period therefor (if applicable), if all affected [[Lenders:Organization A:Organization]] may lawfully continue to maintain such Benchmark Advancesthe Loan to such day, or immediately, with respect to any RFR Advances or if any Lender may not lawfully continue to maintain such Benchmark Advancesthe Loan to such day, in each case until the Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the RelevantAdjusted EURIBOR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section[Section 3.4.4].

Section # Illegality. If anythe Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for anythe Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to a Relevantthe LIBOR Rate, or to determine or charge interest rates based upon the RelevantLIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of the Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, upon notice thereof by suchthe Lender to the Borrower (through the Agent) (an “Illegality Notice”), #Company, any obligation of the ​Lender to make Benchmark Advances, and any right ofor continue Loans based on the Borrower to continue Benchmark Advances or to convert FloatingLIBOR Rate Loans to Benchmark Advances, shall be suspended, and #suspended until the interest rate on which Floating Rate Loans shall, if necessary to avoid such illegality, be determined by the Agent without reference to [clause (c)] of the definition of “Alternate Base Rate”, in each case until each affected Lender notifies the Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice,such notice, the Company shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Agent),Lender, prepay or, if applicable, convert all Benchmark AdvancesLoans of the Lender to Floating Rate Loans denominated in Dollars (in an amountbearing interest at a rate per annum equal to the Dollar Equivalent of such Agreed Currency and the interest rate on which FloatingBase Rate Loans shall, if necessary to avoid such illegality, be determined by the Agent without reference to [clause (c)] of the definition of “Alternate (“Base Rate”Rate Loans”), either on the last day of the Interest Period therefor (if applicable),therefor, if all affected ​the Lender may lawfully continue to maintain such Benchmark AdvancesLoans to such day, or immediately, with respect to any RFR Advances or if anythe Lender may not lawfully continue to maintain such Benchmark Advances to such day, in each case until the Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Relevant Rate.Loans. Upon any such prepayment or conversion, the BorrowerCompany shall also pay accrued interest on the amount so prepaid or converted, together withconverted. Unless such notification shall be subsequently withdrawn, any request for a Loan (or to continue a Loan for an additional amounts required pursuant to [Section 3.4].Interest Period) shall be deemed a request for a Base Rate Loan.