Common use of Change in Legality Clause in Contracts

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party and the Issuing Bank, such Participating Bank may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank hereunder, whereupon the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunder; and (ii) require that all outstanding Eurodollar Rate Advances be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances as of the effective date of such notice as provided hereinbelow. Upon receipt of any such notice, the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party and the Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrowers and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrowers and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrowers under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrowers and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow herein below or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or Eurodollar Competitive Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance or Eurodollar Competitive Advance, then, by written notice to the Account Party Borrowers and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances and Eurodollar Competitive Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any Borrower to select Eurodollar Rate Advances for any Advance or Conversion Borrowing and any Competitive Borrowing consisting of Eurodollar Competitive Advances shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances and Eurodollar Competitive Advances made by it be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances repaid as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrowers and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrowers under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance and Eurodollar Competitive Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance or Eurodollar Competitive Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrowers and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrowers and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitment, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrowers and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrowers under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrowers and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrowers and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party either Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrowers and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrowers under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrowers and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances made by it be Converted to Base Rate Advances, in which event all such Eurodollar Rate Advances by all Lenders shall be automatically Converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations hereunder in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, if after the date hereof, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or any Lender who has made a Eurodollar Competitive Advance to maintain such Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance or Eurodollar Competitive Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances and Eurodollar Competitive Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance or Conversion Borrowing and any Competitive Borrowing consisting of Eurodollar Competitive Advances with respect to such Lender only shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or (it being acknowledged that such affected Lender shall cease to be a Participating Bank hereundermake its pro rata share of any such Advances as Base Rate Advances and the Borrower will pay interest on such Lender's Advances at the Base Rate); and (ii) require that all outstanding Eurodollar Rate Advances and Eurodollar Competitive Advances made by it be repaid or at Borrower's option, Converted to a Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances Advance as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender, the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance and Eurodollar Competitive Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance or Eurodollar Competitive Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance or Conversion Borrowing shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.7(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances made by it be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances repaid as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administra- tive Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations hereunder in accordance with Section 10.7(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or Eurodollar Competitive Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance or Eurodollar Competitive Advance, then, by written notice to the Account Party Borrowers and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances and Eurodollar Competitive Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any Borrower to select Eurodollar Rate Advances for any Advance or Conversion Borrowing and any Competitive Borrowing consisting of Eurodollar Competitive Advances shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances and Eurodollar Competitive Advances made by it be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances repaid as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations hereunder in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrowers and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrowers under this subsection (fsubsection(f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance and Eurodollar Competitive Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance or Eurodollar Competitive Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrowers and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrowers and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank hereunder, whereupon the right of the Account Party any Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrowers and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrowers under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrowers and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow herein below or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f)subsection, such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrowers and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrowers to select Eurodollar Rate Advances for any Advance Borrowing or Conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow below or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 8.8 hereof; and (ii) require that all outstanding Eurodollar Rate Advances made by it be Converted to Base Rate Advances, in which event all such Eurodollar Rate Advances by all Lenders shall be automatically Converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowbelow. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations hereunder in accordance with Section 8.8), the Administrative Agent shall deliver notice thereof to the Account Party Borrowers and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrowers under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrowers and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 12.07 hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Prime Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Prime Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances and other rights and obligations under the Loan Documents in accordance with Section 12.07), the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (fe), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(e); and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused Any such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender (or upon such Lender assigning all of its Commitment, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(e)), the Administrative Agent shall deliver notice thereof to the Borrower and the Lenders and such suspension shall terminate.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or Eurodollar Competitive Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance or Eurodollar Competitive Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances and Eurodollar Competitive Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance or Conversion Borrowing and any Competitive Borrowing consisting of Eurodollar Competitive Advances shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances and Eurodollar Competitive Advances made by it be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances repaid as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations hereunder in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance and Eurodollar Competitive Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance or Eurodollar Competitive Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance or Conversion Borrowing shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances made by it be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances repaid as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or Eurodollar Competitive Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance or Eurodollar Competitive Advance, then, by written notice to the Account Party Borrowers and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances and Eurodollar Competitive Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any Borrower to select Eurodollar Rate Advances for any Advance or Conversion Borrowing and any Competitive Borrowing consisting of Eurodollar Competitive Advances shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances and Eurodollar Competitive Advances made by it be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances repaid as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations hereunder in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrowers and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrowers under this subsection (fsubsection(f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance and Eurodollar Competitive Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance or Eurodollar Competitive Advance; provided PROVIDED that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrowers and the Administrative Agent.

Change in Legality. Notwithstanding any other provision herein, if after the date hereof, 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 it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or any Lender who has made a Eurodollar Competitive Advance to maintain such Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance or Eurodollar Competitive Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances and Eurodollar Competitive Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance or Conversion Borrowing and any Competitive Borrowing consisting of Eurodollar Competitive Advances with respect to such Lender only shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or herein below (it being acknowledged that such affected Lender shall cease to be a Participating Bank hereundermake its pro rata share of any such Advances as Base Rate Advances and the Borrower will pay interest on such Lender's Advances at the Base Rate); and (ii) require that all outstanding Eurodollar Rate Advances and Eurodollar Competitive Advances made by it be repaid or at Borrower's option, Converted to a Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances Advance as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender, the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party and the Agent.the