Common use of Change in Legality Clause in Contracts

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the Agents, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c), if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBOR Loan, then, by written or faxed notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by a Borrower for a Eurodollar Standby LIBOR Borrowing shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR a Base Rate Loan or (B) in the case of a LIBOR Borrowing to be denominated in Euros, be ineffective (and such Lender shall not be obligated to make a Loan on account thereof), in each case, unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Loans made by it (A) that are denominated in Dollars be converted to ABR Base Rate Loans, in which event all such Eurodollar LIBOR Loans shall automatically be automatically so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) belowbelow (with the interest rate on such Base Rate Loans of such Lender, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Base Rate) or (B) that are denominated in Euros be prepaid promptly following the effective date of such notice. In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBOR Loans that would have been made by such Lender or the converted Eurodollar LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar LIBOR Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar LIBOR Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any change Change in any law or regulation or in Law occurring after the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Closing Date shall make it unlawful for any a Lender to make or maintain any a Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to any a Eurodollar Rate Loan, then, by written notice to the Borrowers and to the AgentsBorrower, such Lender may: may (ix) declare that Eurodollar Rate Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing Rate Loan shall, unless withdrawn, as to such Lender only, be deemed a request for an ABR a Base Rate Loan unless such declaration shall be subsequently withdrawn withdrawn; and (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (iiy) require that all outstanding Eurodollar Rate Loans made by it such Lender be converted to ABR Base Rate Loans, in which event all such Eurodollar Rate Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) belowSection 2.02. In the event any Lender shall exercise its rights under (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Rate Loans that would have been made by such Lender or the converted Eurodollar Rate Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Rate Loans. (b) For purposes of this Section 2.133.02, a notice by any Lender to the Borrower pursuant to Section 3.02(a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any Eurodollar Rate Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (i) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (ii) at any Eurodollar Loantime the Required Lenders reasonably determine that the making or continuance of any LIBO Loans has become impracticable as a result of a contingency occurring after the Effective Date which adversely affects the London interbank market or the position of such Required Lenders in the London interbank market, then, by written notice to the Borrowers and to the AgentsBorrower, such Lender may: Required Lenders may (ix) declare that Eurodollar LIBO Loans will not thereafter be made by such Lender Lenders hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby LIBO Borrowing shall, unless withdrawn, as to such Lender Lenders only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn withdrawn; and (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (iiy) require that all outstanding Eurodollar LIBO Loans made by it such Lenders be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) belowSECTION 2.09(b). In the event any Lender shall exercise its rights under clause (i) or the Required Lenders shall exercise their rights under clause (ii) aboveof this SECTION 2.11(a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender Lenders or the converted Eurodollar LIBO Loans of such Lender Lenders, shall instead be applied to repay the ABR Prime Rate Loans made by such Lender Lenders in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.13SECTION 2.11, a notice by any Lender to the Borrower pursuant to SECTION 2.11(a) shall be effective as to each Eurodollar Loaneffective, if lawful, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan (or for a Conversion thereto pursuant to Section 2.05) unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted Converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted Converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion Conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Change of Law shall make it unlawful for any Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBO Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar LIBO Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or any continuation of a Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR a Base Rate Loan (or a continuation of a LIBO Loan as a Base Rate Loan), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar LIBO Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clauses (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) . For purposes of this Section 2.13clause (d), a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLIBO Loan made by such Lender, if lawful, on the last day of the Interest Period currently then applicable to such Eurodollar LoanLIBO Loan (which shall be a Scheduled Payment Date); in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change after the date of this Agreement in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any a Lender to make or maintain any a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Lender determines that the making or continuance of any of its Eurodollar LoanLoans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in such market, then, by written notice to the Borrowers and to the AgentsBorrower, such Lender may: may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.16, a notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar Loan; in all other cases Period, otherwise, such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change after the date of this Agreement in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any a Lender to make or maintain any a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Lender determines that the making or continuance of any of its Eurodollar LoanLoans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in such market, then, by written notice to the Borrowers and to the AgentsBorrowers, such Lender may: may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.16, a notice to the Borrowers by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar Loan; in all other cases Period, otherwise, such notice shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Regulatory Change shall make it unlawful for any Lender Bank to make or maintain any Eurodollar Loan or to give effect to its obligations in respect of Eurodollar Loans as contemplated hereby with respect to any Eurodollar Loanhereby, then, by prompt written notice to the Borrowers Company and to the AgentsAdministrative Agent, such Lender Bank may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Company shall be prohibited from requesting Eurodollar Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan Bank hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding Eurodollar Loan, require that all outstanding Eurodollar Loans with such Interest Periods made by it be converted to ABR Alternate Base Loans, in which event (A) all such Eurodollar Loans shall be automatically converted to ABR Alternate Base Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iB) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Alternate Base Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Loans. (b) For purposes of this Section 2.13, a notice to the Company (with a copy to the Administrative Agent) by any Lender shall be effective as Bank pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by the Company. Any Bank having furnished such a notice agrees to withdraw the same promptly following any Regulatory Change that makes it lawful for such Bank to make and maintain Eurodollar Loans. (c) If, with respect to any Bank, a condition arises or an event occurs which would, or would upon the giving of notice, result in the payment of amounts pursuant to Section 2.12 or permit such Bank, pursuant to this Section 2.13, to suspend its obligation to make Eurodollar Loans, such Bank, promptly upon becoming aware of the same, shall notify the Company thereof and shall take such steps as may reasonably be available to it (including, without limitation, changing its Applicable Lending Office) to mitigate the effects of such condition or event, provided that such Bank shall be under no obligation to take any step that, in its good faith opinion, would (a) result in its incurring any additional costs in performing its obligations hereunder and under any outstanding Loan (unless the Company has notified such Bank of the Company’s agreement to reimburse it for the same) or (b) be otherwise adverse to such Bank in a material respect.

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority Body charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written or telecopy notice to the Borrowers Borrower and to the AgentsAgent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Standard Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan without effect and void unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require (if required by law to do so) that all outstanding Eurodollar Loans made by it be converted to ABR CD Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR CD Loans with an Interest Period agreed upon by the Borrower and such Lender as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by of such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Loans. The Borrower may in any event prepay any Loan resulting from the conversion of any Eurodollar Loan under this Section within five Business Days after such conversion. (b) For purposes of this Section 2.132.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower. (c) In the event that any Lender shall (i) give Borrower any notice contemplated by, or exercise its rights under, this Section 2.14 or (ii) unless Borrower shall fail to meet the conditions set forth at Section 4.01, any Lender for any reason fails to fund any Loan, the Borrower may at any time terminate the Commitment of the Lender and repay any outstanding Loans of such Lender (together with all accrued interest and Facility Fee and Utilization Fee, if any) on the effective date of such termination, which repayment, if any, shall be without premium, penalty or other cost of any kind and shall not be subject to the requirements of Sections 2.15 and 2.12(d).

Change in Legality. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c), if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBOR Loan, then, by written or telecopy notice to Alcoa and the Borrowers and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by a Borrower for a Eurodollar Standby LIBOR Borrowing shall, as to such Lender only, be deemed a request for an ABR a Base Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar LIBOR Loans shall automatically be automatically so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBOR Loans that would have been made by such Lender or the converted Eurodollar LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar LIBOR Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar LIBOR Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any Eurodollar Loantime any Lender determines that the making or continuance of any of its LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsLead Borrower, such Lender may: may (i) declare that Eurodollar LIBO Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers for a Eurodollar Standby LIBO Borrowing shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar LIBO Loans made by it be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans of such Lender shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.132.26, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, and if lawfulany LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any change Change in any law or regulation or in Law occurring after the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Restatement Date shall make it unlawful for any a Lender to make or maintain any a Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to any a Eurodollar Rate Loan, then, by written notice to the Borrowers and to the AgentsBorrower, such Lender may: may (ix) declare that Eurodollar Rate Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing Rate Loan shall, unless withdrawn, as to such Lender only, be deemed a request for an ABR a Base Rate Loan unless such declaration shall be subsequently withdrawn withdrawn; and (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (iiy) require that all outstanding Eurodollar Rate Loans made by it such Lender be converted to ABR Base Rate Loans, in which event all such Eurodollar Rate Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) belowSection 2.02. In the event any Lender shall exercise its rights under (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Rate Loans that would have been made by such Lender or the converted Eurodollar Rate Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Rate Loans. (b) For purposes of this Section 2.133.02, a notice by any Lender to the Borrower pursuant to Section 3.02(a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any Eurodollar Rate Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender to make or maintain any Eurodollar Term Benchmark Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Term Benchmark Loan, then, by written notice to the Borrowers Borrower and to the AgentsAgent, such Lender may: (i) declare that Eurodollar Term Benchmark Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Term Benchmark Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Term Benchmark Loans made by it be converted Converted to ABR Loans, in which event all such Eurodollar Term Benchmark Loans shall be automatically converted Converted to ABR Loans as of the effective date of such notice as provided in paragraph subsection (b) below. In the event any Lender shall exercise its rights under clauses (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Term Benchmark Loans that would have been made by such Lender or the converted Eurodollar Converted Term Benchmark Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion Conversion of, such Eurodollar Term Benchmark Loans. (b) For purposes of this Section 2.13Section, a notice by any Lender shall be effective as to each Eurodollar Term Benchmark Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Term Benchmark Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change after the date of this Agreement in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any a Lender to make or maintain any a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Lender determines that the making or continuance of any of its Eurodollar LoanLoans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in such market, then, by written notice to the Borrowers and to the AgentsBorrower, such Lender may: may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.19, a notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar Loan; in all other cases Period, otherwise, such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the AgentsAgent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration notice shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (bc) below. In the event any Lender shall exercise its rights under (i) or (ii) above, (x) all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LoansLoans and (y) such Lender shall negotiate with the Borrower, at its request, as to the rate at which such ABR Loans shall bear interest; provided that such Loans shall bear interest as provided in Section 2.08(b) pending the execution by the Borrower and such Lender of a written agreement providing for a different interest rate. (b) Before giving any notice pursuant to this Section 2.13, a Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. Such Lender shall promptly withdraw any notice delivered under this Section 2.13 upon the cessation of the circumstances giving rise to any such notice. (c) For purposes of this Section 2.13, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained (but subject to Section 2.21), if after the date of ---- this Agreement any change in any law or regulation or in the interpretation thereof or any new law, regulation or interpretation by any Governmental Authority charged with the administration or interpretation thereof or any judgment, order or directive of any competent court, tribunal or authority shall make it unlawful for any Lender or its Applicable Lending Office to make or maintain any Eurodollar LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanLIBOR Loan (collectively, an "Illegality"), then, by written notice to the Borrowers Borrower and to the AgentsServicing Agent, such Lender mayLender, so long as such Illegality continues to exist: (i) may declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby LIBOR Borrowing (x) shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration Borrowing or (y) at the option of the Borrower, shall be subsequently withdrawn (any as to the Lender delivering such a declaration hereby agreeing prior to withdraw such declaration promptly upon determining that such event of illegality no longer exists)the time for making the Borrowing; and (ii) require shall promptly enter into negotiations with the Borrower and negotiate in good faith to agree to a solution to such Illegality; provided, however, that all if such an agreement has not been reached by the date at which such change in law is given effect with respect to the outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar LIBOR Loans of such Lender Lender, the Borrower shall instead be applied to repay immediately prepay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar affected Loans. (b) For purposes of this Section 2.132.16, a notice by any a Lender shall be ---- effective as to each Eurodollar Loan, if lawful, on the last day of the then current Interest Period currently applicable to such Eurodollar Loanwith respect thereto; in all other cases provided, however, that such notice shall be effective on the date of receipt if there are no outstanding LIBOR Loans; provided further, that if it is not lawful for such Lender to maintain any Loan in its current form until the end of the Interest Period applicable thereto, then the notice shall be effective upon receipt. (c) Each Lender that has delivered a notice of Illegality pursuant to paragraph (a) above agrees that it will notify the Borrower as soon as practicable if the conditions giving rise to the Illegality cease to exist.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBO Loan or BA Equivalent Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan or (y) at any Eurodollar Loantime any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loan has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsLead Borrower, such Lender may: may (i) declare that Eurodollar LIBO Loans or BA Equivalent Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers for a Eurodollar Standby LIBO Borrowing or BA Equivalent Loan Borrowing shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar LIBO Loans or BA Equivalent Loans made by it be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans or BA Equivalent Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans or BA Equivalent Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans or BA Equivalent Loans of such Lender shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans or BA Equivalent Loans. (b) For purposes of this Section 2.132.26, a notice to the Borrowers by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the date hereof, any change in any law Law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.13, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained (but subject to Section 2.20), if after the date of this Agreement any change in any law or regulation or in the interpretation thereof or any new law, regulation or interpretation by any Governmental Authority charged with the administration or interpretation thereof or any judgment, order or directive of any competent court, tribunal or authority shall make it unlawful for any Lender or its Applicable Lending Office to make or maintain any Eurodollar LIBOR Loan or NIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanLIBOR Loan or NIBOR Loan (collectively, an 44 "Illegality"), then, by written notice to the Borrowers Borrower and to the AgentsServicing Agent, such Lender mayLender, so long as such Illegality continues to exist: (i) may declare that Eurodollar LIBOR Loans or NIBOR Loans, as applicable, will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby LIBOR Borrowing or a NIBOR Borrowing, as applicable, (x) shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration Borrowing or (y) at the option of the Borrower, shall be subsequently withdrawn (any as to the Lender delivering such a declaration hereby agreeing prior to withdraw such declaration promptly upon determining that such event of illegality no longer exists)the time for making the Borrowing; and (ii) require shall promptly enter into negotiations with the Borrower and negotiate in good faith to agree to a solution to such Illegality; provided, however, that all if such an agreement has not been reached by the date at which such change in law is given effect with respect to the outstanding Eurodollar LIBOR Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar NIBOR Loans of such Lender Lender, the Borrower shall instead be applied to repay immediately prepay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar affected Loans. (b) For purposes of this Section 2.132.15, a notice by any a Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the then current Interest Period currently applicable to such Eurodollar Loanwith respect thereto; in all other cases provided, however, that such notice shall be effective on the date of receipt if there are no outstanding LIBOR Loans or NIBOR Loans; provided further, that if it is not lawful for such Lender to maintain any Loan in its current form until the end of the Interest Period applicable thereto, then the notice shall be effective upon receipt. (c) Each Lender that has delivered a notice of Illegality pursuant to paragraph (a) above agrees that it will notify the Borrower as soon as practicable if the conditions giving rise to the Illegality cease to exist.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any and each Lender delivering such a declaration hereby agreeing to shall promptly withdraw such declaration promptly upon determining when such Lender determines that such event of illegality the circumstances giving rise thereto no longer existsexist); and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (ia)(i) or (iia)(ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.15, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any Eurodollar Loantime any Lender reasonably determines that the making or continuance of any of its LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsBorrower, such Lender may: may (i) declare that Eurodollar LIBO Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby LIBO Borrowing shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar LIBO Loans made by it be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans of such Lender shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.132.26, a notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawfulany LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to or such Eurodollar Loanearlier date as may be legally required; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change after the date of this Agreement in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any a DIP Lender to make or maintain any a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any DIP Lender determines that the making or continuance of any of its Eurodollar LoanLoans has become impracticable as a result of a contingency occurring after the date hereof that adversely affect the London interbank market or the position of such DIP Lender in such market, then, by written notice to the Borrowers and to the AgentsBorrower, such DIP Lender may: may (i) declare that Eurodollar Loans will not thereafter be made by such DIP Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such DIP Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any DIP Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such DIP Lender or the converted Eurodollar Loans of such DIP Lender shall instead be applied to repay the ABR Loans made by such DIP Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.16, a notice to the Borrower by any DIP Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases otherwise, such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender to make or maintain any Eurodollar Fixed Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanFixed Rate Loan (including, without limitation, as a result of a restriction on an Available Currency), then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar the applicable Fixed Rate Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for such a Eurodollar Standby Fixed Rate Borrowing shall, as to such Lender only, be deemed a request for a dollar Loan (accruing interest as an ABR Loan Loan, or if it is a Swingline Loan, as a Federal Funds Effective Rate Loan) unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Fixed Rate Loans affected by the illegality made by it be either (A), if such Loans are dollar Loans, converted to ABR Revolving Loans or dollar Swingline Loans, in which event all such Eurodollar Fixed Rate Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided below, or (B) repaid if such Fixed Rate Loan is denominated in paragraph (b) belowany other Available Currency. In the event any Lender shall exercise its rights under clauses (i) or (ii) aboveabove of this paragraph (b), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar affected Fixed Rate Loans that would have been made by such Lender or the converted Eurodollar Fixed Rate Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Fixed Rate Loans. (b) . For purposes of this Section 2.13Section, a notice by any Lender shall be effective as to each Eurodollar Fixed Rate Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Fixed Rate Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph clause (b) below). In the event any Lender shall exercise its rights under clause (i) or (ii) above), all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.13Section, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Regulatory Change shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, whereupon the Borrower shall be prohibited from requesting LIBOR Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding LIBOR Loan, require that all outstanding Eurodollar LIBOR Loans with such Interest Periods made by it be converted to ABR Base Rate Loans, in which event (A) all such Eurodollar LIBOR Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iB) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar converted LIBOR Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofof such LIBOR ▇▇▇▇▇.▇▇▇▇▇ are subject to an Interest Period, such Eurodollar Loans.on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to 36 48429166.1 (b) For purposes of this Section 2.13, 2.11. a notice to the Borrower (with a copy toif necessary to avoid such illegality, the Administrative Agent) by any Lender shall be effective as pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receipt.receipt thereof by the Borrower. shall during the period of such suspension compute the Base Rate without reference to clause (c) of the definition of “Base Rate,”

Change in Legality. (a) Notwithstanding any other ------------------- provision herein, if any change after the date hereof in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by any Borrower for a Eurodollar Standby Borrowing comprised of Eurodollar Loans shall, as to such Lender only, be deemed a request for an ABR Loan or a CD Loan, as such Borrower shall elect by notice to the Administrative Agent not later than 11:00 a.m., New York City time, one Business Day before such Borrowing, having an Interest Period (in the case of a CD Loan) as close as possible to the Interest Period applicable to such Eurodollar Loans unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans or to CD Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans or, if JCPenney shall so notify the Administrative Agent on the date of such conversion and the Administrative Agent shall have determined that the Adjusted CD Rate can be determined for the Interest Period in question, to CD Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans or CD Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. The parties hereto shall have the same rights and obligations in respect of a deemed request for a CD Loan pursuant to clause (i) above and any CD Loan made pursuant to paragraph (a) above, and the Commitments shall be utilized by any such CD Loan, as if such CD Loan were a Standby Loan requested and made pursuant to Section 2.04. (b) For purposes of this Section 2.132.14, a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrowers (in which case any CD Loan resulting from the conversion of such Eurodollar Loan pursuant to clause (ii) of paragraph (a) above shall have an Interest Period as close as possible to the Interest Period applicable to such Eurodollar Loan).

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Regulatory Change shall make it unlawful for any Lender Bank to make or maintain any Eurodollar Loan or to give effect to its obligations in respect of Eurodollar Loans as contemplated hereby with respect to any Eurodollar Loanhereby, then, by prompt written notice to the Borrowers Company and to the AgentsAdministrative Agent, such Lender Bank may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Company shall be prohibited from requesting Eurodollar Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan Bank hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding Eurodollar Loan, require that all outstanding Eurodollar Loans with such Interest Periods made by it be converted to ABR Alternate Base Loans, in which event (A) all such Eurodollar Loans shall be automatically converted to ABR Alternate Base Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iB) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Alternate Base Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Loans. (b) For purposes of this Section 2.132.14, a notice to the Company (with a copy to the Administrative Agent) by any Lender shall be effective as Bank pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by the Company. Any Bank having furnished such a notice agrees to withdraw the same promptly following any Regulatory Change that makes it lawful for such Bank to make and maintain Eurodollar Loans. (c) If, with respect to any Bank, a condition arises or an event occurs which would, or would upon the giving of notice, result in the payment of amounts pursuant to Section 2.13 or permit such Bank, pursuant to this Section 2.14, to suspend its obligation to make Eurodollar Loans, such Bank, promptly upon becoming aware of the same, shall notify the Company thereof and shall take such steps as may reasonably be available to it (including, without limitation, changing its Applicable Lending Office) to mitigate the effects of such condition or event, provided that such Bank shall be under no obligation to take any step that, in its good faith opinion, would (a) result in its incurring any additional costs in performing its obligations hereunder and under any outstanding Loan (unless the Company has notified such Bank of the Company's agreement to reimburse it for the same) or (b) be otherwise adverse to such Bank in a material respect.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any change Change in any law or regulation or in Law occurring after the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Closing Date shall make it unlawful for any a Lender to make or maintain any Eurodollar a Loan or bearing interest by reference to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanthe Adjusted LIBO Rate, then, by written notice to the Borrowers and to the AgentsBorrower, such Lender may: may (ix) declare that Eurodollar Loans bearing interest by reference to the Adjusted LIBO Rate will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing LIBO Loan shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan (the interest on which, if applicable, will be determined without reference to the Adjusted LIBO Rate) unless such declaration shall be subsequently withdrawn withdrawn; and (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (iiy) require that all outstanding Eurodollar LIBO Loans made by it such Lender to be converted to ABR LoansPrime Rate Loans (the interest on which, if applicable, will be determined without reference to the Adjusted LIBO Rate), in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) belowSECTION 2.09(b). In the event any Lender shall exercise its rights under (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans of such Lender Lender, shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.13SECTION 2.10, a notice by any Lender to the Borrower pursuant to SECTION 2.10(a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBOR Loan or (y) at any Eurodollar Loantime any Lender determines that the making or continuance of any of its LIBOR Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsBorrowers, such Lender may: may (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers for a Eurodollar Standby LIBOR Borrowing shall, as to such Lender only, be deemed a request for an ABR a Base Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar LIBOR Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar LIBOR Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBOR Loans that would have been made by such Lender or the converted Eurodollar LIBOR Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.13SECTION 2.24, a notice to the Borrowers by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any LIBOR Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any change Change in any law or regulation or in Law occurring after the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Closing Date shall make it unlawful for any a Lender to make or maintain any Eurodollar a Loan or bearing interest by reference to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanthe Adjusted LIBO Rate, then, by written notice to the Borrowers and to the AgentsLead Borrower, such Lender may: may (ix) declare that Eurodollar Loans bearing interest by reference to the Adjusted LIBO Rate will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Lead Borrower for a Eurodollar Standby Borrowing LIBOR Loan shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan (the interest on which, if applicable, will be determined without reference to the Adjusted LIBO Rate) unless such declaration shall be subsequently withdrawn withdrawn; and (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (iiy) require that all outstanding Eurodollar LIBOR Loans made by it such Lender to be converted to ABR LoansPrime Rate Loans (the interest on which, if applicable, will be determined without reference to the Adjusted LIBO Rate), in which event all such Eurodollar LIBOR Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) belowSECTION 2.09(b). In the event any Lender shall exercise its rights under (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBOR Loans that would have been made by such Lender or the converted Eurodollar LIBOR Loans of such Lender Lender, shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.13SECTION 2.10, a notice by any Lender to the Lead Borrower pursuant to SECTION 2.10(a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any LIBOR Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Amended Agreement, if after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBOR Loan, then, by written notice to the Borrowers Borrower and to the AgentsAgent, such Lender may: (i) declare that Eurodollar LIBOR Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into LIBOR Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a LIBOR Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Loans made by it be converted to ABR Loans, in which event all such Eurodollar LIBOR Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar LIBOR Loans that would have been made by such Lender or the converted Eurodollar LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.132.15, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLIBOR Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; LIBOR Loan and in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender the Bank to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBOR Loan, then, by written notice to the Borrowers and to Borrower, the Agents, such Lender Bank may: (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender the Bank hereunder, whereupon such Lender the Borrower shall not submit a Competitive Bid in response to a request for Eurodollar Competitive be prohibited from requesting LIBOR Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan from the Bank hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Loans made by it be converted to ABR Fluctuating Rate Loans, in which event (x) all such Eurodollar LIBOR Loans shall be automatically converted to ABR Fluctuating Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iy) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar converted LIBOR Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Fluctuating Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.13Section, a notice to the Borrower by any Lender the Bank pursuant to paragraph (a) above shall be effective as with respect to each Eurodollar LIBOR Loan, if lawful, on the last day of the then current Interest Period currently applicable to for such Eurodollar LIBOR Loan; in all other cases cases, such notice shall be effective on the date day of receiptreceipt by the Borrower and (ii) all references to the "Bank" shall be deemed to include any participant in any Commitment and/or the Loans. Promptly upon becoming aware that the circumstances giving rise to such notice no longer exist, the Bank shall use its best efforts to notify the borrower that its obligation to make LIBOR Loans and convert Loans into LIBOR Loans has been reinstated, but its failure to do so shall impose no liability on the Bank.

Change in Legality. (a) Notwithstanding any other provision herein, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender or its Applicable Lending Office to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by such Lender shall give written notice thereof to the Borrowers Company and to the AgentsAdministrative Agent and as long as such illegality, limitation or impracticality continues to exist, such Lender mayLender: (i) may declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and Loans, any request by any Borrower for a Eurodollar Standby Borrowing Loans shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require shall promptly enter into negotiations with the Company and negotiate in good faith to agree to a solution to such illegality, limitation or impracticability; provided, however, that all if such an agreement has not been reached by the date at which such Change in Law is given effect with respect to the outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such Lender, upon effective notice as provided in thereof pursuant to paragraph (b) below. In , the event any Lender applicable Borrower shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay immediately prepay the affected Eurodollar Loans that would have been made rendered unlawful by such Lender or Change in Law and shall prepay any other affected Loan on the converted Eurodollar Loans last day of the Interest Period currently applicable to such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LoansLoan. (b) For purposes of this Section 2.132.15, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt. (c) Each Lender that has delivered a notice pursuant to paragraph (a) above, if the circumstances giving rise to such notice cease to exist, shall notify each applicable Borrower thereof as soon as practicable.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender may: Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.15, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender to make or maintain any Eurodollar SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar SOFR Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar SOFR Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into SOFR Loans, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby SOFR Borrowing (or if US Dollars are the affected currency, convert an ABR Borrowing to a SOFR Borrowing or to continue a SOFR Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); andLoan; (ii) such Lender may require that all outstanding Eurodollar SOFR Loans made by it such Lender shall be converted to ABR Loans; and (iii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted Term SOFR component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists (which event all notice such Eurodollar Loans shall be automatically converted ▇▇▇▇▇▇ agrees to ABR Loans as of the effective date of such notice as provided in paragraph (b) belowgive promptly). In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar SOFR Loans that would have been made by such Lender or the converted Eurodollar SOFR Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar SOFR Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Revolving Credit Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any Eurodollar Loantime any Revolving Credit Lender determines that the making or continuance of any of its LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Revolving Credit Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsLead Borrower, such Revolving Credit Lender may: may (i) declare that Eurodollar LIBO Loans will not thereafter be made by such Revolving Credit Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Lead Borrower for a Eurodollar Standby LIBO Borrowing shall, as to such Revolving Credit Lender only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar LIBO Loans made by it be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Revolving Credit Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Revolving Credit Lender or the converted Eurodollar LIBO Loans of such Revolving Credit Lender shall instead be applied to repay the ABR Prime Rate Loans made by such Revolving Credit Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.132.25, a notice to the Lead Borrower by any Revolving Credit Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawfulany LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (i) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (ii) at any Eurodollar Loantime the Required Lenders determine that the making or continuance of any LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Required Lenders in the London interbank market, then, by written notice to the Borrowers and to the AgentsLead Borrower, such Lender may: Required Lenders may (ix) declare that Eurodollar LIBO Loans will not thereafter be made by such Lender Lenders hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Lead Borrower for a Eurodollar Standby LIBO Borrowing shall, as to such Lender Lenders only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn withdrawn; and (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (iiy) require that all outstanding Eurodollar LIBO Loans made by it such Lenders be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) belowSECTION 2.10(b). In the event any Lender shall exercise its rights under clause (i) or the Required Lenders shall exercise their rights under clause (ii) aboveof this SECTION 2.10(a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender Lenders or the converted Eurodollar LIBO Loans of such Lender Lenders, shall instead be applied to repay the ABR Prime Rate Loans made by such Lender Lenders in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.13SECTION 2.10, a notice by any Lender to the Lead Borrower pursuant to SECTION 2.10(a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any the Lender to make or maintain any Eurodollar Loan LIBOR Borrowing or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanLIBOR Borrowing, then, then by written notice to the Borrowers Borrower setting forth in reasonable detail the relevant circumstances and to the Agentseffect thereof, such the Lender may: (i) declare that Eurodollar Loans LIBOR Borrowings will not thereafter be made by such the Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby LIBOR Borrowing shall, as to such Lender only, shall be deemed a request for an ABR Loan a Base Rate Borrowing unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans LIBOR Borrowings made by it be converted to ABR LoansBase Rate Borrowings, in which event all such Eurodollar Loans LIBOR Borrowings shall be automatically converted to ABR Loans Base Rate Borrowings as of the effective date of such notice as provided in paragraph (b) below. In the event any the Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans LIBOR Borrowings that would have been made by such the Lender or the converted Eurodollar Loans LIBOR Borrowings of such the Lender shall instead be applied to repay the ABR Loans Base Rate Borrowings made by such the Lender in lieu of, or resulting from the conversion of, such Eurodollar LoansLIBOR Borrowings. (b) For purposes of this Section 2.13Section, a notice to the Borrower by any the Lender shall be effective as to each Eurodollar LoanLIBOR Borrowing, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar LoanLIBOR Borrowing; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower. (c) The Lender shall use its best efforts to give prompt notification to the Borrower of any event or prospective event which will give rise to the operation of paragraph (a) of this Section.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBOR Loan or (y) at any Eurodollar Loantime any Lender determines that the making or continuance of any of its LIBOR Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsLead Borrower, such Lender may: may (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers for a Eurodollar Standby LIBOR Borrowing shall, as to such Lender only, be deemed a request for an ABR a Base Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar LIBOR Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar LIBOR Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBOR Loans that would have been made by such Lender or the converted Eurodollar LIBOR Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.132.24, a notice to the Borrowers by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any LIBOR Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to into ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to into ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority Body charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written notice to the Borrowers and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans Loans, and conversions into or extensions of Eurodollar Loans, will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by a Borrower for, or for conversion into or extension of, a Eurodollar Standby Borrowing Loan shall, as to such Lender only, be deemed a request for, or for an ABR Loan conversion into or extension of, a Base Rate Loan, unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.133.06, a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrowers. Each determination by a Lender under this Section 3.06 shall be in good faith and shall be rebuttably presumptive evidence thereof absent manifest error.

Change in Legality. (a) Notwithstanding any other provision herein, if after the date hereof any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written notice to the Borrowers Borrower and to the AgentsPaying Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower. Before giving any such notice, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if after the Effective Date any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar LIBO Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBO Rate Loan, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar LIBO Rate Loans will not thereafter (for the duration of such unlawfulness or impracticality) be made by such Lender hereunder, whereupon the Borrower shall be prohibited from requesting LIBO Rate Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar LIBO Rate Loans made by it be converted to ABR Reference Rate Loans, in which event (A) all such Eurodollar LIBO Rate Loans shall be automatically converted to ABR Reference Rate Loans as of the effective end of the applicable Interest Period, unless an earlier conversion date of such notice as provided in paragraph is legally required, (bB) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar converted LIBO Rate Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Reference Rate Loans made by such Lender in lieu of, or resulting from the conversion ofof such LIBO Rate Loans and (C) the Reference Rate Loans resulting from the conversion of such LIBO Rate Loans shall be prepayable only at the times the converted LIBO Rate Loans would have been prepayable, such Eurodollar Loansnotwithstanding the provisions of Section 2.09. (b) Before giving any notice to the Borrower and the Administrative Agent pursuant to this Section 2.12, such Lender shall designate a different LIBOR Office if such designation will avoid the need for giving such notice and will not in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.132.12(a), a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender to make or maintain any Eurodollar Term SOFR Loan or Daily Simple SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Term SOFR Loan or Daily Simple SOFR Loan, then, by written notice to the Borrowers Borrower and to the AgentsAgent, such Lender may: (i) declare that Eurodollar Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Term SOFR Borrowing or Daily Simple SOFR Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, made by it be converted Converted to ABR Loans, in which event all such Eurodollar Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, shall be automatically converted Converted to ABR Loans as of the effective date of such notice as provided in paragraph subsection (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, that would have been made by such Lender or the converted Eurodollar Converted Term SOFR Loans of such Lender and/or Converted Daily Simple SOFR Loans of such Lender, shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion Conversion of, such Eurodollar Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable. (b) For purposes of this Section 2.13Section, a notice by any Lender shall be effective as to each Eurodollar Term SOFR Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Term SOFR Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event If any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.14, a notice to the Borrowers by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision hereinherein contained to the contrary, if (x) any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender Bank or its Lending Office to make or maintain its Commitment Percentage of any Eurodollar Loan Borrowing or to give effect to its obligations as contemplated hereby with respect to its Commitment Percentage of any Eurodollar LoanBorrowing or (y) at any time the Majority Banks reasonably determine the making or continuance of any Bank's Revolving Credit Loans comprising a portion of any Eurodollar Borrowing has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the interbank eurodollar market or the position of such Bank in such market, as the case may be, then, and in any such event, such Bank shall, promptly after making such determination, give written or telecopy notice (or by written notice telephone promptly confirmed in writing) to the Borrowers Borrower and the Agent of such determination (which notice the Agent shall promptly transmit to each of the Agentsother Banks); provided, however, that before giving any such notice, such Lender may: Bank shall use reasonable good faith efforts to designate a different Lending Office to make or maintain its Eurodollar Loans if such designation will avoid the need to suspend such Bank's obligations to make or maintain Eurodollar Loans and will not be otherwise disadvantageous to such Bank. Thereafter each such affected Bank may (i) declare that such affected Bank will no longer make Eurodollar Loans will not thereafter be made by such Lender hereunder, (subject to paragraph (b) below) whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender Bank only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)Loan; and and (ii) require that all outstanding Eurodollar Loans made by it such affected Bank(s) be converted to into ABR LoansLoans at the end of the applicable Eurodollar Interest Period or such earlier time as may be required by applicable Requirements of Law, in each case by giving the Agent written or telecopy notice (or by telephone promptly confirmed in writing) thereof (which event all such notice, in the case of subclause (ii) above shall specify which affected Eurodollar Loans are to be converted); provided, however, that all Banks whose Eurodollar Loans are affected by the circumstances described above shall be automatically converted to ABR Loans as of treated in the effective date of such notice as provided in paragraph same manner. (b) below. In the event any Lender Bank shall exercise its rights under (i) or (iia) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made made, converted or continued by such Lender Bank or the converted Eurodollar Loans of such Lender Bank shall instead be applied to repay the ABR Loans made by such Lender the Bank in lieu of, or resulting from the conversion of, such affected Eurodollar Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision herein, if the introduction of, or any change in in, any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanAdvance, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans Advances will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan a Base Rate Advance unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Loans Advances made by it be converted Converted to ABR LoansBase Rate Advances, in which event all such Eurodollar Loans Advances shall be automatically converted Converted to ABR Loans Base Rate Advances as of the effective date of such notice as provided in paragraph subsection (b) below. Prior to any Lender giving notice to the Borrower under this Section 2.12, such Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such event of illegality and would not, in the sole reasonable determination of such Lender, be otherwise disadvantageous to such Lender. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans Advances that would have been made by such Lender or the converted Converted Eurodollar Loans Advances of such Lender shall instead be applied to repay the ABR Loans Base Rate Advances made by such Lender in lieu of, or resulting from the conversion Conversion of, such Eurodollar LoansAdvances. (b) For purposes of this Section 2.132.12, a notice by any Lender shall be effective as to each Eurodollar LoanAdvance, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar LoanAdvance; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision herein, if the introduction of, or any change in in, any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanAdvance, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans Advances will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan a Base Rate Advance unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Loans Advances made by it be converted Converted to ABR LoansBase Rate Advances, in which event all such Eurodollar Loans Advances shall be automatically converted Converted to ABR Loans Base Rate Advances as of the effective date of such notice as provided in paragraph subsection (b) below. Prior to any Lender giving notice to the Borrower under this Section 2.14, such Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such event of illegality and would not, in the sole reasonable determination of such Lender, be otherwise disadvantageous to such Lender. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans Advances that would have been made by such Lender or the converted Converted Eurodollar Loans Advances of such Lender shall instead be applied to repay the ABR Loans Base Rate Advances made by such Lender in lieu of, or resulting from the conversion Conversion of, such Eurodollar LoansAdvances. (b) For purposes of this Section 2.132.14, a notice by any Lender shall be effective as to each Eurodollar LoanAdvance, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar LoanAdvance; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan or B/A or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers Borrower or the Canadian Borrower, as applicable and to the AgentsAdministrative Agent and the Canadian Agent, as applicable, such Lender may: (i) declare that Eurodollar LIBOR Loans or B/As will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar LIBOR Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to the Borrower and the Canadian Borrower shall be prohibited from requesting LIBOR Revolving Credit Loans or B/As from such Lender only, be deemed a request for an ABR Loan hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Loans (in Dollars) or B/As made by it be converted to ABR Loans or C$ Prime Rate Loans, respectively, in which event (A) all such Eurodollar LIBOR Loans or B/As shall be automatically converted to ABR Loans or C$ Prime Rate Loans, respectively, as of the effective date of such notice as provided in paragraph Section 2.16(b) and (bB) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar converted LIBOR Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender B/As shall instead be applied to repay the ABR Loans made by such Lender in lieu ofor C$ Prime Rate Loans, or as the case may be resulting from the conversion of, of such Eurodollar LoansLIBOR Loans or B/As. (b) For purposes of this Section 2.132.16, a notice to the Borrower or the Canadian Borrower, as the case may be, by any Lender shall be effective as pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice Section 2.16(a) shall be effective on the date of receiptreceipt thereof by the Borrower or the Canadian Borrower, as the case may be.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Eurocurrency Loan, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Eurocurrency Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Eurocurrency Borrowing denominated in Dollars, shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (and any Lender delivering such request for a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)Eurocurrency Borrowing denominated in Local Currency shall be disregarded; and (ii) require that all outstanding Eurodollar Eurocurrency Loans made by it be converted to into or replaced as contemplated by Section 2.01(b) with ABR LoansLoans or prepaid, in which event all such Eurodollar Eurocurrency Loans shall be automatically so converted to or replaced with ABR Loans as of on or prior to the effective date of such notice as provided in paragraph (b) belowbelow or, if not so converted or replaced, prepaid. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Eurocurrency Loans that would have been made by such Lender or the converted Eurodollar Eurocurrency Loans of such Lender shall instead be applied to repay the any ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Eurocurrency Loans. (b) For purposes of this Section 2.13, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Eurocurrency Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the administration or interpretation thereof shall make makes it unlawful for any Lender to make or maintain any Eurodollar Loan Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanRate Advance, then, by written notice to the Borrowers and to Borrower through the AgentsAdministrative Agent, such Lender may: may (i) declare that Eurodollar Loans it will not thereafter make Eurodollar Rate Advances, whereupon the right of the Borrower to request that a Eurodollar Rate Advance be made or maintained by such Lender hereunder, whereupon pursuant to any Borrowing or Conversion shall be forthwith suspended until such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans withdraws such notice as provided below, and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Loans made by it Rate Advances of such Lender be converted Converted to ABR LoansBase Rate Advances, in which event all such Eurodollar Loans Rate Advances shall be automatically converted Converted to ABR Loans Base Rate Advances as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes Promptly upon becoming aware that the circumstances that caused any Lender to deliver a notice to the Borrower pursuant to Section 3.8(a) no longer exist, such Lender will deliver notice thereof to the Borrower through the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon the Borrower’s receipt of such withdrawing notice from such Lender, the suspension pursuant to Section 3.8(a) shall terminate. Prior to any Lender’s giving notice to the Borrower through the Administrative Agent under this Section 2.133.8(b), a such Lender will use commercially reasonable efforts to change the jurisdiction of its Applicable Lending Office if such change would avoid such suspension and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. Any suspension notice to the Borrower by any Lender through the Administrative Agent shall be effective as to each Eurodollar Loan, if lawful, Rate Advance of such Lender on the last day of the Interest Period currently applicable to such Eurodollar LoanRate Advance; in all other cases provided, however, that, if such notice states that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective as to each Eurodollar Rate Advance on the date of receiptits receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender or its LIBOR Lending Office to make or maintain any Eurodollar Loan LIBOR Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanhereby, then, by prompt written notice to the Borrowers and to the AgentsCompany, such Lender may: (i) declare that Eurodollar Loans LIBOR Rate Advances will not thereafter be made by such Lender hereunder, whereupon the Company shall be prohibited from requesting LIBOR Rate Advances from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans hereunder (and instead, any request for a Eurodollar Standby Borrowing shallLIBOR Rate Advance, as to such Lender onlyLender, shall be deemed to be a request for an ABR Loan Alternate Base Rate Advance), unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans LIBOR Rate Advances made by it such Lender be converted to ABR LoansAlternate Base Rate Advances, in which event (A) all such Eurodollar Loans LIBOR Rate Advances made by such Lender shall be automatically converted to ABR Loans Alternate Base Rate Advances as of the effective date of such notice as provided in paragraph (b) below. In the event any below (or if so designated by such Lender shall exercise its rights under in such notice, effective as of another date) and (iB) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender LIBOR Rate Advances shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or Alternate Base Rate Advances resulting from the conversion of, of such Eurodollar LoansLIBOR Rate Advances. (b) For purposes of this Section 2.132.15, a notice to the Company by any Lender shall be effective as pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by the Company.

Change in Legality. (a) Notwithstanding any other provision herein------------------ of this Agreement, if if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAgent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; Loan and in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the AgentsAgent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; andand 59 58 (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.13Section, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loaneffective, if lawful, on the last day of the then current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower. (c) In the event any Lender gives a notice pursuant to paragraph (a) above, the Borrower may require, at its expense, such Lender to assign, at par, without recourse (in accordance with Section 10.04) all its interests, rights and obligations hereunder (including all of its Commitment and the Loans at the time owing to it and the Notes and participations in Letters of Credit held by it) to a Substitute Lender, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have received the written consent of the Agent and the Issuing Bank, which consent shall not unreasonably be withheld, to such assignment and (iii) the Borrower shall have paid to the assigning Lender all monies accrued and owing hereunder to it.

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority Body charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans Loans, and conversions into or extensions of Eurodollar Loans, will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for, or for conversion into or extension of, a Eurodollar Standby Borrowing Loan shall, as to such Lender only, be deemed a request for, or for an ABR Loan conversion into or extension of, a Base Rate Loan, unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.133.06, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower. Each determination by a Lender under this Section 3.06 shall be in good faith and shall be rebuttably presumptive evidence thereof absent manifest error.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional 43 38 Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.15, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if if, after the Closing Date, (i) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan, EURIBOR Loan or CDOR Loan or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender to give effect to its obligations as contemplated hereby with respect to make any Eurodollar LIBOR Loan, EURIBOR Loan or CDOR Loan, then, by written notice to the Borrowers Company and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar LIBOR Loans or EURIBOR Loans (in the affected currency or currencies) or CDOR Loan, as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby LIBOR Borrowing or EURIBOR Borrowing (in the affected currency or currencies) or a CDOR Borrowing, as the case may be, shall, as to such Lender only, be deemed (A) in the case of a request for a Loan denominated in US Dollars, a request for an ABR Loan, (B) in the case of a request for a Loan unless such declaration shall be subsequently withdrawn denominated in Canadian Dollars, a request for a Canadian Prime Loan or (B) in the case of a request for a Loan denominated in any Lender delivering such a declaration hereby agreeing other currency, to withdraw such declaration promptly upon determining that such event of illegality no longer exists)have been withdrawn; and (ii) such Lender may require (A) that all outstanding Eurodollar affected LIBOR Loans denominated in US Dollars made by it be converted to ABR Loans, (B) that all affected CDOR Loans made by it be converted to Canadian Prime Loans and (C) that all affected LIBOR Loans denominated in any other currency or EURIBOR Loans made by it be prepaid, in which event all such Eurodollar LIBOR Loans or EURIBOR Loans shall be automatically converted to ABR Loans or prepaid, as the case may be, and all such affected CDOR Loans shall be automatically converted to Canadian Prime Loans, in each case as of the effective date of such notice as provided in paragraph (b) belowof this Section. In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBOR Loans, EURIBOR Loans that would have been made by such Lender or the converted Eurodollar CDOR Loans of such Lender shall instead be applied to repay the ABR Loans or Canadian Prime Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBOR Loans, EURIBOR Loans or CDOR Loans. (b) For purposes of this Section 2.13Section, a notice to the Company by any Lender shall be effective as to each Eurodollar such Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Company.

Change in Legality. (a) Notwithstanding any other provision herein, if if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Gov ernmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon such Lender shall will not submit a Competitive Bid in response to a request for make any further Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing Borrowing, shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering or, if a Loan to the Borrower cannot be made for the reasons specified above, such a declaration hereby agreeing request shall be deemed to withdraw such declaration promptly upon determining that such event of illegality no longer existshave been withdrawn); and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted con verted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.12, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the date hereof, any change in any law Law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.13, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any Eurodollar Loantime any Lender determines that the making or continuance of any of its LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsLead Borrower, such Lender may: may (i) declare that Eurodollar LIBO Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers for a Eurodollar Standby LIBO Borrowing shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar LIBO Loans made by it be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans of such Lender shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.132.26, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, and if lawfulany LIBO Loans shall then be outstanding, on the last day of the then--current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinherein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing Borrow- ing shall, as to such Lender only, be deemed a request for an ABR Standby Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Standby Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Standby Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Standby Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower. The Administrative Agent agrees to give written notice to the Borrower promptly after it determines that the conditions giving rise to any notice under paragraph (a) above shall no longer be in effect. (c) Each Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such filing or change would enable such Lender to legally make or maintain any Eurodollar Loan referred to in paragraph (a) of this Section 2.14; provided, however, that (i) such Lender shall not be required to make such filing or change if, in the sole determination of such Lender, such action would be otherwise disadvantageous to such Lender and (ii) until such time as such Lender shall have determined that it can make or maintain such Eurodollar Loan, the Lender may take the actions referred to in Section 2.14(a).

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBOR Loan or (y) at any Eurodollar Loantime any Lender determines that the making or continuance of any of its LIBOR Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsBorrowers, such Lender may: may (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers for a Eurodollar Standby LIBOR Borrowing shall, as to such Lender only, be deemed a request for an ABR a Base Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar LIBOR Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar LIBOR Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBOR Loans that would have been made by such Lender or the converted Eurodollar LIBOR Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.132.24, a notice to the Borrowers by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any LIBOR Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any Eurodollar Loantime any Lender determines that the making or continuance of any of its LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsBorrower, such Lender may: may (i) declare that Eurodollar LIBO Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby LIBO Borrowing shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar LIBO Loans made by it be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans of such Lender shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.132.25, a notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawfulany LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if if, after the Closing Date, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunderhereunder (or refinanced pursuant to Section 2.7), whereupon the Borrower shall be prohibited from requesting LIBOR Loans from such Lender shall not submit (or refinancings as part of a Competitive Bid in response LIBOR Borrowing pursuant to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan Section 2.7) hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Loans made by it be converted to ABR Loans, in which event (A) all such Eurodollar LIBOR Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph Section 2.17(b) and (bB) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar converted LIBOR Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.132.17, a notice to the Borrower by any Lender shall be effective as pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice Section 2.17(a) shall be effective on the date of receiptreceipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Revolving Lender to make or maintain any a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Revolving Lender determines in its reasonable commercial judgment that the making or continuance of any of its Eurodollar LoanLoans has become impracticable as a result of a contingency occurring after the date hereof which materially adversely affects the London interbank market or the position of such Revolving Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsBorrowers, such Revolving Lender may: may (i) declare that Eurodollar Loans will not thereafter be made by such Revolving Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers for a Eurodollar Standby Borrowing shall, as to such Revolving Lender only, be deemed a request for an ABR Base Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Revolving Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Revolving Lender or the converted Eurodollar Loans of such Revolving Lender shall instead be applied to repay the ABR Base Rate Loans made by such Revolving Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.24, a notice to the Borrowers by any Revolving Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender or any of its Affiliates to make or maintain any Eurodollar Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Eurocurrency Loan, then, by written notice to the Borrowers Company and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Eurocurrency Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Eurocurrency Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of a Eurocurrency Loan denominated in Euro, in an amount equal to the Dollar Equivalent thereof), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Eurocurrency Loans made by it be converted to ABR LoansLoans (which ABR Loans shall, for purposes of this Section 2.14, be determined at a rate per annum by reference to the greater of clause (a) or (b) of the definition of the term “Alternate Base Rate”), in which event all such Eurodollar Eurocurrency Loans shall be automatically converted to ABR Loans (in the case of Eurocurrency Loans denominated in Euro, in an amount equal to the Dollar Equivalent thereof) (at a rate per annum as so determined) as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) aboveabove with respect to Eurocurrency Loans, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Eurocurrency Loans that would have been made by such Lender or the converted Eurodollar Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Eurocurrency Loans. (b) For purposes of this Section 2.132.14, a notice by any Lender shall be effective as to each Eurodollar Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding If, anything to the contrary herein contained notwithstanding, any other provision hereinapplicable existing or future law, if any change in any law regulation, guideline, treaty or regulation directive or in the condition or interpretation thereof (including, without limitation, any request, guideline or policy, whether or not having the force of law), by any Governmental Authority charged with the administration or interpretation thereof thereof, or any change in any of the foregoing shall make it unlawful or improper for any Lender or its Applicable Lending Office to make or maintain any portion of its Loans as Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanRate Loans, then, by written oral notice to the Borrowers Borrowers, and the Administrative Agent, promptly confirmed in writing (which may be by teletransmission and which shall state the basis for such notice), the Administrative Agent may declare that such Lender's obligation to the Agents, make or maintain Loans as Eurodollar Rate Loans is suspended until such time as such Lender may: (i) declare that may again make and maintain Loans as Eurodollar Rate Loans will not thereafter be made by and all such Lender's Eurodollar Rate Loans shall convert automatically into ABR Loans at the end of their then current Interest Period or at such earlier time as such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loansmay specify. (b) For purposes of At any time within 60 days after notice from the Administrative Agent pursuant to this Section 2.132.13 and thereafter until 60 days after the date on which such notice is withdrawn, a notice the Borrowers, by writing addressed to the Administrative Agent and each Lender for which it has become unlawful or improper to make or maintain any Loans as Eurodollar Rate Loans, may nominate or propose other banks or financial institutions that are willing to become Replacement Lenders or other Assignees of the Commitments of such Lenders pursuant to Section 12.1 hereof, and, within 10 Business Days after receipt of such proposal from the Borrowers, each such Lender shall execute and deliver to the Administrative Agent an Assignment of its entire Commitment in favor of the proposed Replacement Lender or other Assignee indicated in the Borrower's proposal in conformity with Section 12.1 hereof unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrowers, and such Lender that one or more of the proposed Replacement Lenders or other Assignees is not reasonably acceptable to the Administrative Agent. In no event will (i) any Lender shall be required to enter into an Assignment of its Commitment (A) at a price less than par plus accrued interest and prorated fees to the effective as to each Eurodollar Loan, if lawful, on the last day date thereof or (B) unless all such affected Lenders enter into Assignments of their entire Commitment or (ii)_either of the Interest Period currently applicable Administrative Agent or the Lenders be obligated to such Eurodollar Loan; assist the Borrowers in all identifying any banks or financial institutions that are willing to become Replacement Lenders or other cases such notice shall be effective on the date of receiptAssignees.

Change in Legality. (a) Notwithstanding any other provision herein, if after the date hereof any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written notice to the Borrowers Borrower and to the AgentsPaying Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.16, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower. Before giving any such notice, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change on or after the date hereof in any law or regulation Applicable Law or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar a LIBOR Loan, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent (such notice to contain the circumstances of such unlawfulness), such Lender may: (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon the Borrower shall be prohibited from requesting LIBOR Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Loans made by it be converted to ABR Base Rate Loans, in which event (A) all such Eurodollar LIBOR Loans automatically shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph clause (b) below. In the event any Lender shall exercise its rights under below and (iB) or (ii) above, all payments and prepayments of principal which that otherwise would otherwise have been applied to repay the Eurodollar converted LIBOR Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender instead shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.132.13(a), a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loaneffective, if lawful, on the last day of the then current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases otherwise, such notice shall be effective on the date of receiptreceipt by the Borrower. (c) Each Lender agrees to notify the Borrower of any event referred to in Section 2.13(a) as soon as practicable after becoming aware of the circumstances giving rise to such event; provided, however, that the failure to give such notice shall not affect the rights of any Lender under this Section 2.

Change in Legality. (a) Notwithstanding any other provision hereinherein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.13, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower. The Administrative Agent agrees to give written notice to the Borrower promptly after it determines that the conditions giving rise to any notice under paragraph (a) above shall no longer be in effect. (c) Each Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such filing or change would enable such Lender to legally make or maintain any Eurodollar Loan referred to in paragraph (a)of this Section 2.13; provided, however, that (i) such Lender shall not be required to make such filing or change if, in the sole determination of such Lender, such `action would be otherwise disadvantageous to such Lender and (ii) until such time as such Lender shall have determined that it can make or maintain such Eurodollar Loan, the Lender may take the actions referred to in Section 2.13(a).

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any change Change in any law or regulation or in Law occurring after the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Amendment No. 7 Effective Date shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar a LIBO Loan, then, by written notice to the Borrowers and to the AgentsBorrower, such Lender may: may (ix) declare that Eurodollar LIBO Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby LIBO Borrowing shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn withdrawn; and (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (iiy) require that all outstanding Eurodollar LIBO Loans made by it such Lender be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) belowSECTION 2.09(b). In the event any Lender shall exercise its rights under (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans of such Lender Lender, shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.13SECTION 2.11, a notice by any Lender to the Borrower pursuant to SECTION 2.11(a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if if, after the date hereof, (i) any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan or Alternative Currency Loan or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender to give effect to its obligations as contemplated hereby with respect make Loans denominated in any Alternative Currency or to any Eurodollar LoanBorrower, then, by written notice to the Borrowers ASI and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar LIBOR Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby LIBOR Borrowing or Alternative Currency Borrowing (in the affected currency or currencies or to the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a Loan denominated in Dollars, as the case may be, unless such declaration shall be subsequently withdrawn (any Lender delivering or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such a declaration hereby agreeing request shall be deemed to withdraw such declaration promptly upon determining that such event of illegality no longer existshave been withdrawn); and (ii) such Lender may require that all outstanding Eurodollar LIBOR Loans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, made by it be converted to ABR LoansLoans or Loans denominated in Dollars, as the case may be, in which event all such Eurodollar LIBOR Loans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, shall be automatically converted to ABR Loans or Loans denominated in Dollars, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. 53 48 In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBOR Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurodollar LIBOR Loans or Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or Loans denominated in Dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBOR Loans or Alternative Currency Loans, as the case may be. (b) For purposes of this Section 2.13, a notice to ASI by any Lender shall be effective as to each Eurodollar such Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by ASI.

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the AgentsAgent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by either Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, and (x) all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LoansLoans and (y) such Lender shall negotiate with the Borrowers, at their request, as to the interest rate which such ABR Loans shall bear; provided that such Loans shall bear interest as provided in Section 2.08(b) pending the execution by the Borrowers and such Lender of a written agreement providing for a different interest rate. (b) For purposes of this Section 2.132.14, a notice to the relevant Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the relevant Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon such Lender shall will not submit a Competitive Bid in response to a request for make any further Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing Borrowing, shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering or, if a Loan to the Borrower cannot be made for the reasons specified above, such a declaration hereby agreeing request shall be deemed to withdraw such declaration promptly upon determining that such event of illegality no longer existshave been withdrawn); and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.12, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the Closing Date, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.15, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender Bank to make or maintain any Eurodollar Loan LIBOR Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanLIBOR Advance, then, then by written notice to Borrower setting forth in reasonable detail the Borrowers relevant circumstances and to the Agentseffect thereof, such Lender Bank may: (i) declare that Eurodollar Loans LIBOR Advances will not thereafter be made by such Lender Bank hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, LIBOR Advance shall be deemed a request to such Bank for an ABR Loan a Variable Rate Advance unless such declaration shall be subsequently withdrawn (any Lender delivering but such request shall be for a declaration hereby agreeing LIBOR Advance as to withdraw such declaration promptly upon determining that such event of illegality no longer existsthe other Banks); and (ii) require that all outstanding Eurodollar Loans LIBOR Advances made by it be converted to ABR LoansVariable Rate Advances, in which event all such Eurodollar Loans LIBOR Advances shall be automatically converted to ABR Loans Variable Rate Advances as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender Bank shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans LIBOR Advances that would have been made by such Lender Bank or the converted Eurodollar Loans LIBOR Advances of such Lender Bank shall instead be applied to repay the ABR Loans Variable Rate Advances made by such Lender Bank in lieu of, or resulting from the conversion of, such Eurodollar LoansLIBOR Advances. (b) For purposes of this Section 2.13Section, a notice to Borrower by any Lender Bank shall be effective as to each Eurodollar LoanLIBOR Advance, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar LoanLIBOR Advance; in all other cases such notice shall be effective on the date of receiptreceipt by Borrower. (c) Each Bank shall use its best efforts to give prompt notification to Borrower of any event or prospective event which will give rise to the operation of paragraph (a) of this Section.

Change in Legality. (a) Notwithstanding any other provision herein, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender to make or maintain any Eurodollar Fixed Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanFixed Rate Loan (including, without limitation, as a result of a restriction on a Major Currency), then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar the applicable Fixed Rate Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for such a Eurodollar Standby Fixed Rate Borrowing shall, as to such Lender only, be deemed a request for a dollar Loan (accruing interest as an ABR Loan Loan, or if it is a Swingline Loan, as a Federal Funds Effective Rate Loan) unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Fixed Rate Loans affected by the illegality made by it be either (A), if such Loans are dollar Loans, converted to ABR Revolving Loans or dollar Swingline Loans, in which event all such Eurodollar Fixed Rate Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided below, or (B) repaid if such Fixed Rate Loan is denominated in paragraph (b) belowany other Major Currency. In the event any Lender shall exercise its rights under clauses (i) or (ii) aboveabove of this paragraph (b), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar affected Fixed Rate Loans that would have been made by such Lender or the converted Eurodollar Fixed Rate Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Fixed Rate Loans. (b) . For purposes of this Section 2.13Section, a notice by any Lender shall be effective as to each Eurodollar Fixed Rate Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Fixed Rate Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision herein, if the introduction of, or any change in in, any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanAdvance, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans Advances will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan a Base Rate Advance unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Loans Advances made by it be converted Converted to ABR LoansBase Rate Advances, in which event all such Eurodollar Loans Advances shall be automatically converted Converted to ABR Loans Base Rate Advances as of the effective date of such notice as provided in paragraph subsection (b) below. Prior to any Lender giving notice to the Borrower under this Section 2.13, such Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such event of illegality and would not, in the sole reasonable determination of such Lender, be otherwise disadvantageous to such Lender. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans Advances that would have been made by such Lender or the converted Converted Eurodollar Loans Advances of such Lender shall instead be applied to repay the ABR Loans Base Rate Advances made by such Lender in lieu of, or resulting from the conversion Conversion of, such Eurodollar LoansAdvances. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar LoanAdvance, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar LoanAdvance; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the Closing Date, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayPaying Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and Base Rate Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert a Base Rate Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Base Rate Loan (or a request to continue a Base Rate Loan as such for an ABR additional Interest Period or to convert a Eurodollar Loan into a Base Rate Loan, as the case may be) unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Lender reasonably determines that the making or continuance of any of its Eurodollar LoanLoans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsBorrower, such Lender may: may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Prime Rate Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.26, a notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawfulany Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to or such Eurodollar Loanearlier date as may be legally required; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the date hereof, any change in any law or regulation or in the interpretation thereof 41 36 by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and Base Rate Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert a Base Rate Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Base Rate Loan (or a request to continue a Base Rate Loan as such for an ABR additional Interest Period or to convert a Eurodollar Loan into a Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if any Bank shall notify the Agent that the introduction of or any change in or in the interpretation or application of any law or regulation makes it unlawful, or in the interpretation thereof by any Governmental Authority charged with the administration central bank or interpretation thereof shall make other governmental authority asserts that it unlawful is unlawful, for any Lender Bank or its LIBOR Lending Office to perform its obligations hereunder to make LIBOR Rate Loans or to find or maintain any Eurodollar Loan LIBOR Rate Loans hereunder, (i) the obligation of such Bank to make, or to give effect convert Committed Loans into, or to continue Committed LIBOR Rate Loans as, LIBOR Rate Loans shall be suspended until the Agent shall notify Borrower that the circumstances causing such suspension no longer exist; (ii) Borrower shall, at its obligations as contemplated hereby option, either prepay in full all Committed LIBOR Rate Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as required by law), accompanied, in the case of any Eurodollar Loan, thenprepayments, by written notice to interest accrued thereon (and, in the Borrowers case of any such conversion, the Borrower shall pay accrued interest thereon at the time of such conversion and to the Agents, such Lender may: (i) declare that Eurodollar converted Loans will not thereafter otherwise continue to be made by considered as a part of the respective Borrowings that they were a part of prior to such Lender hereunderconversion); (iii) Borrower shall, whereupon with respect to each CAF LIBOR Rate Loan of such Lender Bank, take such action as such Bank shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and reasonably request; (iv) any request by Borrower for a Eurodollar Standby Borrowing comprised of Committed LIBOR Rate Loans shall, as to such Lender onlyBank, be deemed a request for an ABR Loan unless to be made on the same day as the Committed LIBOR Rate Loans of the other Banks and such declaration ABR Loan shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans considered as of the effective date part of such notice as provided in paragraph Borrowing; and (bv) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar LIBOR Rate Loans that would have been made by such Lender Bank or the converted Eurodollar LIBOR Rate Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender Bank in lieu of, of such LIBOR Rate Loans or resulting from the conversion ofof such LIBOR Rate Loans and shall be made at the time that payments on the Committed LIBOR Rate Loans of the other Banks are made. Each Bank agrees that it will use reasonable efforts to designate a different Applicable Lending Office for the LIBOR Rate Loans due to it affected by this Section 4.09, if such Eurodollar Loansdesignation will avoid the illegality described in this Section 4.09 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 2.134.09, a notice to Borrower (with a copy to the Agent) by any Lender shall be effective as Bank pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender Bank to make or maintain any Eurodollar Loan LIBOR Borrowing or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan-1▇- ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, then, then by written notice to the Borrowers Borrower setting forth in reasonable detail the relevant circumstances and to the Agentseffect thereof, such Lender Bank may: (i) declare that Eurodollar Loans LIBOR Borrowings will not thereafter be made by such Lender Bank hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby LIBOR Borrowing shall, as to such Lender only, shall be deemed a request for an ABR Loan a Base Rate Borrowing unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans LIBOR Borrowings made by it be converted to ABR LoansBase Rate Borrowings, in which event all such Eurodollar Loans LIBOR Borrowings shall be automatically converted to ABR Loans Base Rate Borrowings as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender Bank shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans LIBOR Borrowings that would have been made by such Lender Bank or the converted Eurodollar Loans LIBOR Borrowings of such Lender Bank shall instead be applied to repay the ABR Loans Base Rate Borrowings made by such Lender Bank in lieu of, or resulting from the conversion of, such Eurodollar LoansLIBOR Borrowings. (b) For purposes of this Section 2.13Section, a notice to the Borrower by any Lender Bank shall be effective as to each Eurodollar LoanLIBOR Borrowing, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar LoanLIBOR Borrowing; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower. (c) Each Bank shall use its best efforts to give prompt notification to the Borrower of any event or prospective event which will give rise to the operation of paragraph (a) of this Section.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Revolving Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change after the date of this Agreement in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any a Lender to make or maintain any a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Lender determines that the making or continuance of any of its Eurodollar LoanLoans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in such market, then, by written notice to the Borrowers and to the AgentsBorrowers, such Lender may: may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.17, a notice to the Borrowers by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar Loan; in all other cases Period, otherwise, such notice shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any the Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBOR Loan, then, by written notice to the Borrowers and to Borrower, the Agents, such Lender may: (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such the Lender hereunder, whereupon such the Borrower shall be prohibited from requesting LIBOR Loans from the Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Loans made by it be converted to ABR Fluctuating Rate Loans, in which event (x) all such Eurodollar LIBOR Loans shall be automatically converted to ABR Fluctuating Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iy) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar converted LIBOR Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Fluctuating Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.13Section, (i) a notice to the Borrower by any the Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, on the last day of the then current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases cases, such notice shall be effective on the date day of receiptreceipt by the Borrower and (ii) all references to the "Lender" shall be deemed to include any participant in the Commitment and/or the Loans.

Change in Legality. (a) Notwithstanding any other provision hereinof this Restated Credit Agreement, if if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.15, a notice to the Borrowers by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision herein, if the introduction of, or any change in in, any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanAdvance, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans Advances will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan a Base Rate Advance unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Loans Advances made by it be converted Converted to ABR LoansBase Rate Advances, in which event all such Eurodollar Loans Advances shall be automatically converted Converted to ABR Loans Base Rate Advances as of the effective date of such notice as provided in paragraph subsection (b) below. Prior to any Lender giving notice to the Borrower under this Section 2.13, such Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such event of illegality and would not, in the sole reasonable determination of such Lender, be otherwise disadvantageous to such Lender. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans Advances that would have been made by such Lender or the converted Converted Eurodollar Loans Advances of such Lender shall instead be applied to repay the ABR Loans Base Rate Advances made by such Lender in lieu of, or resulting from the conversion Conversion of, such Eurodollar LoansAdvances. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar LoanAdvance, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar LoanAdvance; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any change Change in any law or regulation or in Law occurring after the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Third RestatementFirst Amendment Effective Date shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar a LIBO Loan, then, then by written notice to the Borrowers and to the AgentsLead Borrower, such Lender may: may (ix) declare that Eurodollar LIBO Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Lead Borrower for a Eurodollar Standby LIBO Borrowing shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn withdrawn; and (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (iiy) require that all outstanding Eurodollar LIBO Loans made by it such Lender be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) belowSECTION 2.09(b). In the event any Lender shall exercise its rights under (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans of such Lender Lender, shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.13SECTION 2.11, a notice by any Lender to the Lead Borrower pursuant to SECTION 2.11(a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Lead Borrower. (c) The provisions of this SECTION 2.11 shall survive the repayment or assignment of the Obligations and the termination of the Commitments.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender Bank or its LIBOR Lending Office to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanLIBOR Rate Advance, then, by prompt written notice to the Borrowers and to the AgentsCompany, such Lender Bank may: (i) declare that Eurodollar Loans LIBOR Rate Advances will not thereafter be made by such Lender Bank hereunder, whereupon the Company shall be prohibited from requesting LIBOR Rate Advances from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any Bank hereunder unless such declaration is subsequently withdrawn, PROVIDED, such request for a Eurodollar Standby Borrowing LIBOR Rate Advance shall, if the Company so indicates, be automatically converted (as to such Lender only, be deemed Bank) into a request for an ABR Loan unless such declaration Alternate Base Rate Advance and the affected Bank or Banks shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)respond thereto as provided herein; and (ii) require that all outstanding Eurodollar Loans LIBOR Rate Advances made by it such Bank be converted to ABR LoansAlternate Base Rate Advances, in which event (A) all such Eurodollar Loans LIBOR Rate Advances shall be automatically converted to ABR Loans Alternate Base Rate Advances as of the effective date of such notice as provided in paragraph (b) below. In below if required by applicable law or regulation, or if not so required, at the event any Lender shall exercise its rights under end of the current Interest Period and (iB) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender LIBOR Rate Advances shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or Alternate Base Rate Advances resulting from the conversion of, of such Eurodollar LoansLIBOR Rate Advances. (b) For purposes of this Section 2.13Section, a notice to the Company by any Lender shall be effective as the Agent pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by the Company.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (i) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (ii) at any Eurodollar Loantime any Lender determines that the making or continuance of any of its LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsLead Borrower, such Lender may: may (ix) declare that Eurodollar LIBO Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Lead Borrower for a Eurodollar Standby LIBO Borrowing shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn withdrawn; and (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (iiy) require that all outstanding Eurodollar LIBO Loans made by it be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) belowSection 2.10(b). In the event any Lender shall exercise its rights under clause (ix) or (iiy) aboveof this Section 2.10(a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans of such Lender Lender, shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.132.10, a notice to the Lead Borrower by any Lender pursuant to Section 2.10(a) above shall be effective as to each Eurodollar Loaneffective, if lawfulany LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBO Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender mayAdministrative Agent: (i) such Lender may declare that Eurodollar LIBO Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or any continuation of a Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR a Base Rate Loan (or a continuation of a LIBO Loan as a Base Rate Loan), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such Lender may require that all outstanding Eurodollar LIBO Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clauses (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) . For purposes of this Section 2.13clause (d), a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLIBO Loan made by such Lender, if lawful, on the last day of the Interest Period currently then applicable to such Eurodollar LoanLIBO Loan (which shall be a Scheduled Payment Date); in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender DIP Creditor to make or maintain any Eurodollar Term SOFR Loan or any Term SOFR Note or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LoanTerm SOFR Loan or any Term SOFR Note, then, by written notice to the Borrowers Company and to the Co-Administrative Agents, such Lender may: (i) such DIP Creditor may declare that Eurodollar Term SOFR Term Loans and Term SOFR Notes will not thereafter (for the duration of such unlawfulness) be made or purchased, as applicable, by such Lender hereunderDIP Creditor hereunder (or be continued for additional Interest Periods) and ABR Term Loans and ABR Notes will not thereafter (for such duration) be converted into Term SOFR Term Loans and ABR Notes, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Term SOFR Borrowing (or to convert an ABR Borrowing to a Term SOFR Borrowing or to continue a Term SOFR Borrowing for an additional Interest Period) shall, as to such Lender DIP Creditor only, be deemed a request for an ABR Loan or ABR Note, as applicable, (or a request to continue an ABR Loan or ABR Note as such or to convert a Term SOFR Loan or Term SOFR Note into an ABR Loan or ABR Note, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) such DIP Creditor may require that all outstanding Eurodollar Term SOFR Term Loans or Term SOFR Notes made or purchased, as applicable, by it be converted to ABR LoansTerm Loans or ABR Notes, as applicable, in which event all such Eurodollar Term SOFR Term Loans or Term SOFR Notes shall be automatically converted to ABR Term Loans or ABR Notes, as applicable, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender DIP Creditor shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Term SOFR Term Loans or the Term SOFR Notes that would have been made or purchased, as applicable, by such Lender DIP Creditor or the converted Eurodollar Term SOFR Term Loans or Term SOFR Notes of such Lender DIP Creditor shall instead be applied to repay the ABR Term Loans or ABR Notes made or purchased, as applicable, by such Lender DIP Creditor in lieu of, or resulting from the conversion of, such Eurodollar LoansTerm SOFR Term Loans or such Term SOFR Notes. (b) For purposes of this Section 2.132.15, a notice to the Company by any Lender DIP Creditor shall be effective as to each Eurodollar LoanTerm SOFR Loan or each Term SOFR Note made or purchased, as applicable, by such DIP Creditor, if lawful, on the last day of the Interest Period currently then applicable to such Eurodollar LoanTerm SOFR Loan or such Term SOFR Note; in all other cases such notice shall be effective on the date of receiptreceipt by the Company.

Change in Legality. (a) Notwithstanding any other provision herein, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender to make or maintain any Eurodollar Term SOFR Loan or Daily Simple SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Term SOFR Loan or Daily Simple SOFR Loan, then, by written notice to the Borrowers Borrower and to the AgentsAgent, such Lender may: (i) declare that Eurodollar Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Term SOFR Borrowing or Daily Simple SOFR Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, made by it be converted Converted to ABR Loans, in which event all such Eurodollar Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, shall be automatically converted Converted to ABR Loans as of the effective date of such notice as provided in paragraph subsection (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, that would have been made by such Lender or the converted Eurodollar Converted Term SOFR Loans of such Lender and/or Converted Daily Simple SOFR Loans of such Lender, shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion Conversion of, such Eurodollar Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable. (b) For purposes of this Section 2.132.10, a notice by any Lender shall be effective as to each Eurodollar Term SOFR Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Term SOFR Loan; , and in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c), if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBOR Loan, then, by written or telecopy notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby LIBOR Borrowing shall, as to such Lender only, be deemed a request for an ABR a Base Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Loans made by it be converted to ABR Base Rate Loans, in which event all such Eurodollar LIBOR Loans shall automatically be automatically so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBOR Loans that would have been made by such Lender or the converted Eurodollar LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar LIBOR Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar LIBOR Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any a Lender to make or maintain any Eurodollar a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any Eurodollar Loantime any Lender determines that the making or continuance of any of its LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrowers and to the AgentsLead Borrower, such Lender may: may (i) declare that Eurodollar LIBO Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers for a Eurodollar Standby LIBO Borrowing shall, as to such Lender only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar LIBO Loans made by it be converted to ABR Prime Rate Loans, in which event all such Eurodollar LIBO Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar LIBO Loans that would have been made by such Lender or the converted Eurodollar LIBO Loans of such Lender shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar LIBO Loans. (b) For purposes of this Section 2.132.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, and if lawfulany LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases and otherwise such notice shall be effective on the date of receiptreceipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if after the Effective Date any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar LIBO Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBO Rate Loan, then, by written notice to the Borrowers and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar LIBO Rate Loans will not thereafter (for the duration of such unlawfulness or impracticality) be made by such Lender hereunder, whereupon the Borrowers shall be prohibited from requesting LIBO Rate Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar LIBO Rate Loans made by it be converted to ABR Reference Rate Loans, in which event (A) all such Eurodollar LIBO Rate Loans shall be automatically converted to ABR Reference Rate Loans as of the effective end of the applicable Interest Period, unless an earlier conversion date of such notice as provided in paragraph is legally required, (bB) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar converted LIBO Rate Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Reference Rate Loans made by such Lender in lieu of, or resulting from the conversion ofof such LIBO Rate Loans and (C) the Reference Rate Loans resulting from the conversion of such LIBO Rate Loans shall be prepayable only at the times the converted LIBO Rate Loans would have been prepayable, such Eurodollar Loansnotwithstanding the provisions of Section 2.09. (b) Before giving any notice to the Borrowers and the Administrative Agent pursuant to this Section 2.12, such Lender shall designate a different LIBOR Office if such designation will avoid the need for giving such notice and will not in the judgment of such Lender, be otherwise disadvantageous to such Lender. For purposes of this Section 2.132.12(a), a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement or any other Loan Document, if if, after the date hereof, any change in any law or regulation Law or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender may: Administrative Agent: (i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations to make Eurodollar Loans as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers and to the AgentsAgent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon the Borrowers shall be prohibited from requesting Eurodollar Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it such Lender be converted to ABR Alternate Base Loans, in which event (A) all such Eurodollar Loans shall be automatically converted to ABR Alternate Base Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iB) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Alternate Base Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Loans. (b) For purposes of this Section 2.132.11(a) hereof, a notice to the Borrowers by any Lender shall be effective as to each Eurodollar Loaneffective, if lawful, on the last day of the then current Interest Period currently applicable to or, if there are then two or more current Interest Periods, on the last day of each such Eurodollar LoanInterest Period, respectively; in all other cases otherwise, such notice shall be effective with respect to the Borrowers on the date of receiptreceipt by the Borrowers. (c) Any Lender claiming any additional amounts payable pursuant to this Section 2.11 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, any such additional amounts and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.