Common use of Change in Legality Generally Clause in Contracts

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Loan, then, upon written notice by such Lender to the Designated Company and the Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; and (ii) (x) such Lender may declare that Eurodollar Rate Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and Fallback Rate Loans will not thereafter (for such duration) be converted into Eurodollar Rate Loans, whereupon any request to convert a Fallback Rate Borrowing to a Eurodollar Rate Borrowing or to continue a Eurodollar Rate Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue a Fallback Rate Loan as such, or to convert a Eurodollar Rate Loan into a Fallback Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurodollar Rate Loans made by such Lender shall be automatically converted to Fallback Rate Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Loan, then, upon written notice by such Lender to the Designated Company Borrower and the Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; and (ii) (x) such Lender may declare that Eurodollar Rate Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and Fallback Base Rate Loans will not thereafter (for such duration) be converted into Eurodollar Rate Loans, whereupon any request to convert a Fallback Base Rate Borrowing to a Eurodollar Rate Borrowing or to continue a Eurodollar Rate Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue a Fallback Base Rate Loan as such, or to convert a Eurodollar Rate Loan into a Fallback Base Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurodollar Rate Loans made by such Lender shall be automatically converted to Fallback Base Rate Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Rate SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate SOFR Loan, then, upon written notice by such Lender to the Designated Company and the Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; and (ii) (x) such Lender may declare that Eurodollar Rate SOFR Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and Fallback Rate Loans will not thereafter (for such duration) be converted into Eurodollar Rate SOFR Loans, whereupon any request to convert a Fallback Rate Borrowing to a Eurodollar Rate SOFR Borrowing or to continue a Eurodollar Rate SOFR Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue a Fallback Rate Loan as such, or to convert a Eurodollar Rate SOFR Loan into a Fallback Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurodollar Rate SOFR Loans made by such Lender shall be automatically converted to Fallback Rate Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Rate Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Eurocurrency Loan, then, upon written notice by such Lender to the Designated Company Administrative Borrower and the Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; and (ii) (x) such Lender may declare that Eurodollar Rate Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and Fallback Rate ABR Loans will not thereafter (for such duration) be converted into Eurodollar Rate Eurocurrency Loans, whereupon any request to convert a Fallback Rate an ABR Borrowing to a Eurodollar Rate Eurocurrency Borrowing or to continue a Eurodollar Rate Eurocurrency Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue a Fallback Rate an ABR Loan as such, or to convert a Eurodollar Rate Eurocurrency Loan into a Fallback Rate an ABR Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurodollar Rate Eurocurrency Loans made by such Lender shall be automatically converted to Fallback Rate ABR Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Rate Eurocurrency Loan or any EURIBOR Loan, or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Eurocurrency Loan or any EURIBOR Loan, then, upon written notice by such Lender to the Designated Company Administrative Borrower and the Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; and; (ii) in the case of Dollar Denominated Loans, (x) such Lender may declare that Eurodollar Rate Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and Fallback Base Rate Loans will not thereafter (for such duration) be converted into Eurodollar Rate Eurocurrency Loans, whereupon any request to convert a Fallback Base Rate Borrowing to a Eurodollar Rate Eurocurrency Borrowing or to continue a Eurodollar Rate Eurocurrency Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue a Fallback Base Rate Loan as such, or to convert a Eurodollar Rate Eurocurrency Loan into a Fallback Base Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurodollar Rate Eurocurrency Loans made by such Lender shall be automatically converted to Fallback Base Rate Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable lawApplicable Law).; and (iii) in the case of Eurocurrency Loans that are GBP Denominated Loans or Swiss Franc Denominated Loans, or Dollar Denominated Loans of Swiss Borrower or U.

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Loan, then, upon written notice by such Lender to the Designated Company and the Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; and (ii) (x) such Lender may declare that Eurodollar Rate Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and Fallback Rate Loans will not thereafter (for such duration) be converted into Eurodollar Rate Loans, whereupon any request to convert a Fallback Rate Borrowing to a Eurodollar Rate Borrowing or to continue a Eurodollar Rate Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue a Fallback Rate Loan as such, or to convert a Eurodollar Rate Loan into a Fallback Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurodollar Rate Loans made by such Lender shall be automatically 1066931.03C-CHISR01A - MSW converted to Fallback Rate Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Loan, then, upon written notice by such Lender to the Designated Company and the Administrative Agent: : (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; and and (ii) (x) such Lender may declare that Eurodollar Rate Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and Fallback Rate Loans will not thereafter (for such duration) be converted into Eurodollar Rate Loans, whereupon any request to convert a Fallback Rate Borrowing to a Eurodollar Rate Borrowing or to continue a Eurodollar Rate Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue a Fallback Rate Loan as such, or to convert a Eurodollar Rate Loan into a Fallback Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurodollar Rate Loans made by such Lender shall be automatically converted to Fallback Rate Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Loan, then, upon written notice by such Lender to the Designated Company and the Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; and (ii) (x) such Lender may declare that Eurodollar Rate Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and Fallback Rate Loans will not thereafter (for such duration) be converted into Eurodollar Rate Loans, whereupon any request to convert a Fallback Rate Borrowing to a Eurodollar Rate Borrowing or to continue a Eurodollar Rate Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue a Fallback Rate Loan as such, or to convert a Eurodollar Rate Loan into a Fallback Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn 972172.01-CHISR01A - MSW and (y) all such outstanding Eurodollar Rate Loans made by such Lender shall be automatically converted to Fallback Rate Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Rate SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate SOFR Loan, then, upon written notice by such Lender to the Designated Company Intermediate Holdings and the Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; and (ii) (x) such Lender may declare that Eurodollar Rate SOFR Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and Fallback Base Rate Loans will not thereafter (for such duration) be converted into Eurodollar Rate SOFR Loans, whereupon any request to convert a Fallback Base Rate Borrowing to a Eurodollar Rate SOFR Borrowing or to continue a Eurodollar Rate SOFR Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue a Fallback Base Rate Loan as such, or to convert a Eurodollar Rate SOFR Loan into a Fallback Base Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurodollar Rate SOFR Loans made by such Lender shall be automatically converted to Fallback Base Rate Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Rate SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate SOFR Loan, then, upon written notice by such Lender to the Designated Company and the Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; andand 1104695.02A-CHISR01A - MSW (ii) (x) such Lender may declare that Eurodollar Rate SOFR Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and Fallback Rate Loans will not thereafter (for such duration) be converted into Eurodollar Rate SOFR Loans, whereupon any request to convert a Fallback Rate Borrowing to a Eurodollar Rate SOFR Borrowing or to continue a Eurodollar Rate SOFR Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue a Fallback Rate Loan as such, or to convert a Eurodollar Rate SOFR Loan into a Fallback Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurodollar Rate SOFR Loans made by such Lender shall be automatically converted to Fallback Rate Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Loan, then, upon written notice by such Lender to the Designated Company and the Administrative Agent: : (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; and and (ii) (x) such Lender may declare that Eurodollar Rate Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and Fallback Rate Loans will not thereafter (for such duration) be converted into Eurodollar Rate Loans, whereupon any request to convert a Fallback Rate Borrowing to a Eurodollar Rate Borrowing or to continue a Eurodollar Rate Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue a Fallback Rate Loan as such, or to convert a Eurodollar Rate Loan into a Fallback Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurodollar Rate Loans made by such Lender shall be automatically converted to Fallback Rate Loans on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).. 101 1120544.02G-CHISR02A - MSW