Common use of Change in Legality Clause in Contracts

Change in Legality. (a) Notwithstanding any other provision herein other than Section 2.14(c), if any Change in Law shall make it unlawful for any Lender to make or maintain any LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loan, then, by written or faxed notice to the Borrower and the Administrative Agent, such Lender may: (i) declare that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a 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 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shall not be obligated to make a Loan on account thereof), in each case, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR Loans shall automatically be so converted as of the effective date of such notice as provided in paragraph (b) below (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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision anything to the contrary herein other than Section 2.14(c)contained, if any Regulatory Change in Law shall make it unlawful for any Lender Bank to make or maintain any LIBOR Eurodollar Loan or to give effect to its obligations in respect of Eurodollar Loans as contemplated hereby with respect to any LIBOR Loanhereby, then, by prompt written or faxed notice to the Borrower Company and to the Administrative Paying Agent, such Lender Bank may: (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon any request by a Borrower for a LIBOR Borrowing shall, as to the Company shall be prohibited from requesting Eurodollar Loans from such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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, Bank hereunder unless such declaration shall be is subsequently 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 LIBOR Eurodollar Loans with such Interest Periods made by it (A) that are denominated in Dollars be converted to Alternate Base Rate Loans, in which event (A) all such LIBOR Eurodollar Loans shall be automatically be so converted to Alternate Base Loans as of the effective date of such notice as provided in paragraph (b) below (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 and (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 LIBOR converted Eurodollar Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Alternate Base Loans made by such Lender in lieu of, or resulting from the conversion of, of such LIBOR Eurodollar Loans. (b) For purposes of this Section 2.13, a notice to the Company (with a copy to the Paying Agent) by any Lender shall be effective as Bank pursuant to each LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change change after the date of this Agreement in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall make it unlawful for any a Lender to make or maintain any LIBOR a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any LIBOR Loantime any Lender determines that the making or continuance of any of its Eurodollar 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 such market, then, by written or faxed notice to the Borrower and the Administrative AgentBorrower, such Lender may: may (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR Eurodollar 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 a Base Rate an ABR 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; and and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR Loaneffective, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the Closing Date shall make it unlawful for any a Lender to make or maintain any LIBOR a Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR a Eurodollar Rate Loan, then, by written or faxed notice to the Borrower and the Administrative AgentBorrower, such Lender may: may (ix) declare that LIBOR Eurodollar Rate Loans will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR Borrowing Eurodollar Rate Loan shall, unless withdrawn, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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; and and (iiy) require that all outstanding LIBOR Eurodollar Rate Loans made by it (A) that are denominated in Dollars such Lender be converted to Base Rate Loans, in which event all such LIBOR Eurodollar Rate Loans shall be automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticeSection 2.02. In the event any Lender shall exercise its rights under clause (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Eurodollar Rate Loans that would have been made by such Lender or the converted LIBOR Eurodollar Rate Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, if lawful, and if any Eurodollar Rate Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)of this Agreement, if any Change in of Law shall make it unlawful for any Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR LIBO Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR LIBO Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued), whereupon any request by a Borrower for a LIBOR Borrowing (or any continuation of a Borrowing for an additional Interest Period) shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate Loan (or (B) in the case a continuation of a LIBOR Borrowing to be denominated in Euros, be ineffective (and such Lender shall not be obligated to make LIBO Loan as a Loan on account thereofBase Rate Loan), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. In the event any Lender shall exercise its rights under clause clauses (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBOR LIBO Loans that would have been made by such Lender or the converted LIBOR LIBO Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR LoanLIBO Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such LIBOR 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 herein other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (i) any Change in Law shall make it unlawful for any a Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (ii) at any LIBOR 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 or faxed notice to the Borrower and the Administrative AgentBorrower, such Lender may: Required Lenders may (ix) declare that LIBOR LIBO Loans will not thereafter be made by such Lender Lenders hereunder, whereupon any request by a the Borrower for a LIBOR LIBO Borrowing shall, unless withdrawn, as to such Lender Lenders only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Prime 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; and and (iiy) require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars such Lenders be converted to Base Prime Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticeSECTION 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 LIBOR LIBO Loans that would have been made by such Lender Lenders or the converted LIBOR LIBO Loans of such Lender Lenders, shall instead be applied to repay the Prime Rate Loans made by such Lender Lenders in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, if lawful, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 anything to the contrary herein other than Section 2.14(c)contained, if any Regulatory Change in Law shall make it unlawful for any Lender Bank to make or maintain any LIBOR Eurodollar Loan or to give effect to its obligations in respect of Eurodollar Loans as contemplated hereby with respect to any LIBOR Loanhereby, then, by prompt written or faxed notice to the Borrower Company and to the Administrative Agent, such Lender Bank may: (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon any request by a Borrower for a LIBOR Borrowing shall, as to the Company shall be prohibited from requesting Eurodollar Loans from such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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, Bank hereunder unless such declaration shall be is subsequently 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 LIBOR Eurodollar Loans with such Interest Periods made by it (A) that are denominated in Dollars be converted to Alternate Base Rate Loans, in which event (A) all such LIBOR Eurodollar Loans shall be automatically be so converted to Alternate Base Loans as of the effective date of such notice as provided in paragraph (b) below (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 and (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 LIBOR converted Eurodollar Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Alternate Base Loans made by such Lender in lieu of, or resulting from the conversion of, of such LIBOR 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 LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for any a Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any LIBOR 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 or faxed notice to the Borrower and the Administrative AgentLead Borrower, such Lender may: may (i) declare that LIBOR LIBO Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower the Borrowers for a LIBOR LIBO 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 a Base Prime 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; and and (ii) require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars be converted to Base Prime Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR LIBO Loans that would have been made by such Lender or the converted LIBOR LIBO Loans of such Lender shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, and if lawfulany LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c), if any Change change in Law 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 LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loan, then, by written or faxed telecopy notice to the Borrower Alcoa and the Administrative Agent, such Lender may: (i) declare that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a 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 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; and (ii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR Loans shall automatically be so converted as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision herein other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change change after the date of this Agreement in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall make it unlawful for any a Lender to make or maintain any LIBOR a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any LIBOR Loantime any Lender determines that the making or continuance of any of its Eurodollar 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 such market, then, by written or faxed notice to the Borrower and the Administrative AgentBorrower, such Lender may: may (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR Eurodollar 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 a Base Rate an ABR 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; and and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR Loaneffective, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the Restatement Date shall make it unlawful for any a Lender to make or maintain any LIBOR a Eurodollar Rate Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR a Eurodollar Rate Loan, then, by written or faxed notice to the Borrower and the Administrative AgentBorrower, such Lender may: may (ix) declare that LIBOR Eurodollar Rate Loans will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR Borrowing Eurodollar Rate Loan shall, unless withdrawn, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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; and and (iiy) require that all outstanding LIBOR Eurodollar Rate Loans made by it (A) that are denominated in Dollars such Lender be converted to Base Rate Loans, in which event all such LIBOR Eurodollar Rate Loans shall be automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticeSection 2.02. In the event any Lender shall exercise its rights under clause (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Eurodollar Rate Loans that would have been made by such Lender or the converted LIBOR Eurodollar Rate Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, if lawful, and if any Eurodollar Rate Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change change after the date of this Agreement in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall make it unlawful for any a Lender to make or maintain any LIBOR a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any LIBOR Loantime any Lender determines that the making or continuance of any of its Eurodollar 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 such market, then, by written or faxed notice to the Borrower and the Administrative AgentBorrowers, such Lender may: may (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower the Borrowers for a LIBOR Eurodollar 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 a Base Rate an ABR 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; and and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR Loaneffective, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 herein other than Section 2.14(c)herein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Body charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed telecopy notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR 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 the Borrower for a LIBOR Eurodollar Standard 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 a Base Rate Loan or (B) in the case of a LIBOR Borrowing to be denominated in Euros, be ineffective (without effect and such Lender shall not be obligated to make a Loan on account thereof), in each case, void unless such declaration shall be subsequently withdrawn; and (ii) require (if required by law to do so) that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate CD Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to 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 (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR Eurodollar Loans of such Lender shall instead be applied to repay the Loans made by of such Lender in lieu of, or resulting from the conversion of, of such LIBOR 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 LIBOR Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 herein other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for any a Revolving Credit Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any LIBOR 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 or faxed notice to the Borrower and the Administrative AgentLead Borrower, such Revolving Credit Lender may: may (i) declare that LIBOR LIBO Loans will not thereafter be made by such Revolving Credit Lender hereunder, whereupon any request by a the Lead Borrower for a LIBOR LIBO Borrowing shall, as to such Revolving Credit Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Prime 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; and and (ii) require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars be converted to Base Prime Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR LIBO Loans that would have been made by such Revolving Credit Lender or the converted LIBOR LIBO Loans of such Revolving Credit Lender shall instead be applied to repay the Prime Rate Loans made by such Revolving Credit Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, if lawfulany LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)herein, if after the date hereof any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written or faxed notice to the Borrower and to the Administrative Paying Agent, such Lender may: (i) declare that LIBOR 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 the Borrower for a LIBOR Eurodollar Standby 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 a Base Rate an ABR 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; and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 anything to the contrary herein other than Section 2.14(c)contained, if any Change change in Law 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 the Bank to make or maintain any LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loan, then, by written or faxed notice to the Borrower and Borrower, the Administrative Agent, such Lender Bank may: (i) declare that LIBOR Loans will not thereafter be made by such Lender the Bank hereunder, whereupon any request by a the Borrower for a shall be prohibited from requesting LIBOR Borrowing shall, as to such Lender only, (A) in Loans from the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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, Bank hereunder unless such declaration shall be is subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Fluctuating Rate Loans, in which event (x) all such LIBOR Loans shall be automatically be so converted to Fluctuating Rate Loans as of the effective date of such notice as provided in paragraph (b) below and (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 Ratey) 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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Fluctuating Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such 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 LIBOR Loan, if lawful, on the last day of the then current Interest Period applicable to for such 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 other than Section 2.14(c)of this Amended Agreement, if after the date hereof, any Change change in Law 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 LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a LIBOR Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Loans that would have been made by such Lender or the converted 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 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 LIBOR LoanLoan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for any a Lender to make or maintain any a LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBOR Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBOR 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 or faxed notice to the Borrower and the Administrative AgentLead Borrower, such Lender may: may (i) declare that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower the Borrowers for a 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 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; and and (ii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR Loans shall be automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such 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 LIBOR Loaneffective, if lawful, and if any LIBOR Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)of this Agreement, if if, after the date hereof, any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower Borrowers and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. In the event If 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)of this Agreement, if if, after the date hereof, any Change 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR Eurodollar Loans. (b) For purposes of this Section 2.13, a notice to the Borrower by any Lender shall be effective as to each LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for any a Lender to make or maintain any LIBOR 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 LIBOR 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 or faxed notice to the Borrower and the Administrative AgentLead Borrower, such Lender may: may (i) declare that LIBOR LIBO Loans or BA Equivalent Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower the Borrowers for a LIBOR LIBO Borrowing or BA Equivalent Loan 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 a Base Prime 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; and and (ii) require that all outstanding LIBOR LIBO Loans or BA Equivalent Loans made by it (A) that are denominated in Dollars be converted to Base Prime Rate Loans, in which event all such LIBOR LIBO Loans or BA Equivalent Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR LIBO Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBOR LIBO Loans or BA Equivalent Loans of such Lender shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR 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 applicable to such LIBOR 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 other than Section 2.14(c)of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawnwithdrawn (and each Lender shall promptly withdraw such declaration when such Lender determines that the circumstances giving rise thereto no longer exist); and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. In the event any Lender shall exercise its rights under clause (ia)(i) or (iia)(ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for any a Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any LIBOR 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 or faxed notice to the Borrower and the Administrative AgentBorrower, such Lender may: may (i) declare that LIBOR LIBO Loans will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR LIBO 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 a Base Prime 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; and and (ii) require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars be converted to Base Prime Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR LIBO Loans that would have been made by such Lender or the converted LIBOR LIBO Loans of such Lender shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, if lawfulany LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to or such LIBOR 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 herein other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change change after the date of this Agreement in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall make it unlawful for any a DIP Lender to make or maintain any LIBOR a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any LIBOR Loantime any DIP Lender determines that the making or continuance of any of its Eurodollar Loans 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 or faxed notice to the Borrower and the Administrative AgentBorrower, such DIP Lender may: may (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such DIP Lender hereunder, whereupon any request by a the Borrower for a LIBOR Eurodollar Borrowing shall, as to such DIP Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate an ABR 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; and and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such DIP Lender or the converted LIBOR 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 LIBOR 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 LIBOR Loaneffective, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 anything to the contrary herein other than contained (but subject to Section 2.14(c2.20), if after the date of this Agreement any Change change in Law 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 LIBOR Loan or NIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanLoan or NIBOR Loan (collectively, an 44 "Illegality"), then, by written or faxed notice to the Borrower and to the Administrative Servicing Agent, such Lender mayLender, so long as such Illegality continues to exist: (i) may declare that LIBOR Loans or NIBOR Loans, as applicable, will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR Borrowing or a NIBOR Borrowing, as applicable, (x) shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate Loan an ABR Borrowing or (By) in at the case option of a LIBOR Borrowing to be denominated in Eurosthe Borrower, 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 withdrawnwithdrawn as to the Lender prior to 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 LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR Loans shall automatically be so converted as of the effective date of such notice as provided in paragraph (b) below (with the interest rate on such Base Rate or NIBOR Loans of such Lender, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to Borrower shall immediately prepay 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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR affected Loans. (b) For purposes of this Section 2.132.15, a notice by any a Lender shall be effective as to each LIBOR Loan, if lawful, on the last day of the then current Interest Period applicable to such LIBOR 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 herein other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the Closing Date shall make it unlawful for any a Lender to make or maintain any LIBOR a Loan or bearing interest by reference to give effect to its obligations as contemplated hereby with respect to any LIBOR Loanthe Adjusted LIBO Rate, then, by written or faxed notice to the Borrower and the Administrative AgentBorrower, such Lender may: may (ix) declare that LIBOR Loans bearing interest by reference to the Adjusted LIBO Rate will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR Borrowing LIBO Loan shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Prime Rate Loan or (Bthe interest on which, if applicable, will be determined without reference to the Adjusted LIBO Rate) 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; and and (iiy) require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars such Lender to be converted to Base Prime Rate LoansLoans (the interest on which, if applicable, will be determined without reference to the Adjusted LIBO Rate), in which event all such LIBOR LIBO Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticeSECTION 2.09(b). In the event any Lender shall exercise its rights under clause (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR LIBO Loans that would have been made by such Lender or the converted LIBOR LIBO Loans of such Lender Lender, shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, if lawful, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)of this Agreement, if if, after the date hereof, any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: : (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)of this Agreement, if if, after the date hereof, any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate into ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted into ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)herein, if any Change in Law shall make it unlawful for any Lender to make or maintain any LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon and any request by a the Borrower for a LIBOR Eurodollar 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 a Base Rate an ABR 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 notice shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (bc) below (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 noticebelow. In the event any Lender shall exercise its rights under clause (i) or (ii) above, (x) all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR LoansEurodollar Loans 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 LIBOR Eurodollar Loan, if lawful, on the last day of the Interest Period then applicable to such LIBOR 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 anything to the contrary herein other than contained (but subject to Section 2.14(c2.21), if after the date of ---- this Agreement any Change change in Law 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 LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanLoan (collectively, an "Illegality"), then, by written or faxed notice to the Borrower and to the Administrative Servicing Agent, such Lender mayLender, so long as such Illegality continues to exist: (i) may declare that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR Borrowing (x) shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate Loan an ABR Borrowing or (By) in at the case option of a LIBOR Borrowing to be denominated in Eurosthe Borrower, 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 withdrawnwithdrawn as to the Lender prior to 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 LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR Loans shall automatically be so converted as of the effective date of such notice as provided in paragraph (b) below (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 Borrower shall immediately prepay 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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR affected Loans. (b) For purposes of this Section 2.132.16, a notice by any a Lender shall be ---- effective as to each LIBOR Loan, if lawful, on the last day of the then current Interest Period applicable to such LIBOR 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 herein other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (i) any Change in Law shall make it unlawful for any a Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (ii) at any LIBOR 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 or faxed notice to the Borrower and the Administrative AgentLead Borrower, such Lender may: Required Lenders may (ix) declare that LIBOR LIBO Loans will not thereafter be made by such Lender Lenders hereunder, whereupon any request by a the Lead Borrower for a LIBOR LIBO Borrowing shall, as to such Lender Lenders only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Prime 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; and and (iiy) require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars such Lenders be converted to Base Prime Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticeSECTION 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 LIBOR LIBO Loans that would have been made by such Lender Lenders or the converted LIBOR LIBO Loans of such Lender Lenders, shall instead be applied to repay the Prime Rate Loans made by such Lender Lenders in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, if lawful, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for any a Lender to make or maintain any a LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBOR Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBOR 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 or faxed notice to the Borrower and the Administrative AgentBorrowers, such Lender may: may (i) declare that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower the Borrowers for a 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 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; and and (ii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR Loans shall be automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such 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 LIBOR Loaneffective, if lawful, and if any LIBOR Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 anything to the contrary herein other than Section 2.14(c)contained, if after the Effective Date any Change change in Law 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 LIBOR LIBO Rate Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR LIBO Rate Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR LIBO Rate Loans will not thereafter (for the duration of such unlawfulness or impracticality) be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR Borrowing shall, as to shall be prohibited from requesting LIBO Rate Loans from such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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, hereunder unless such declaration shall be is subsequently withdrawn; and (ii) require that all outstanding LIBOR LIBO Rate Loans made by it (A) that are denominated in Dollars be converted to Base Reference Rate Loans, in which event (A) all such LIBOR LIBO Rate Loans shall be automatically be so converted to Reference Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 end of the Base Rate) or applicable Interest Period, unless an earlier conversion date is legally required, (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 LIBOR converted LIBO Rate Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the 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 LIBOR 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 LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the Closing Date shall make it unlawful for any a Lender to make or maintain any LIBOR a Loan or bearing interest by reference to give effect to its obligations as contemplated hereby with respect to any LIBOR Loanthe Adjusted LIBO Rate, then, by written or faxed notice to the Borrower and the Administrative AgentLead Borrower, such Lender may: may (ix) declare that LIBOR Loans bearing interest by reference to the Adjusted LIBO Rate will not thereafter be made by such Lender hereunder, whereupon any request by a the Lead Borrower for a LIBOR Borrowing Loan shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Prime Rate Loan or (Bthe interest on which, if applicable, will be determined without reference to the Adjusted LIBO Rate) 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; and and (iiy) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars such Lender to be converted to Base Prime Rate LoansLoans (the interest on which, if applicable, will be determined without reference to the Adjusted LIBO Rate), in which event all such LIBOR Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticeSECTION 2.09(b). In the event any Lender shall exercise its rights under clause (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender Lender, shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such 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 LIBOR Loaneffective, if lawful, and if any LIBOR Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)of this Agreement, if if, after the date hereof, any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph clause (b) below (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 that would otherwise have been applied to repay the LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR Eurodollar Loans. (b) For purposes of this Section 2.13Section, a notice to the Borrower by any Lender shall be effective as to each LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)herein, if any Change in Law shall make it unlawful for any Lender to make or maintain any LIBOR Term SOFR Loan or Daily Simple SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Term SOFR Loan or Daily Simple SOFR Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a LIBOR Term SOFR Borrowing or Daily Simple SOFR 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 a Base Rate an ABR 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 withdrawnwithdrawn (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 LIBOR Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, made by it (A) that are denominated in Dollars be converted Converted to Base Rate ABR Loans, in which event all such LIBOR Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, shall be automatically be so converted Converted to ABR Loans as of the effective date of such notice as provided in paragraph subsection (b) below (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 noticebelow. 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 LIBOR Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR Term SOFR Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 herein other than Section 2.14(c)herein, if the introduction of, or any Change change in, any law or regulation or in Law 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 LIBOR Loan Eurodollar Advance or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanEurodollar Advance, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR Loans Eurodollar Advances will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a LIBOR Eurodollar 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 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, Advance unless such declaration shall be subsequently withdrawnwithdrawn (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 LIBOR Loans Eurodollar Advances made by it (A) that are denominated in Dollars be converted Converted to Base Rate LoansAdvances, in which event all such LIBOR Loans Eurodollar Advances shall be automatically be so converted Converted to Base Rate Advances as of the effective date of such notice as provided in paragraph subsection (b) below (with below. Prior to any Lender giving notice to the interest rate on Borrower under this Section 2.12, such Base Rate Loans 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, if necessary be otherwise disadvantageous 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 noticeLender. 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 LIBOR Loans Eurodollar Advances that would have been made by such Lender or the converted LIBOR Loans Converted Eurodollar Advances of such Lender shall instead be applied to repay the Loans Base Rate Advances made by such Lender in lieu of, or resulting from the conversion Conversion of, such LIBOR LoansEurodollar Advances. (b) For purposes of this Section 2.132.12, a notice by any Lender shall be effective as to each LIBOR LoanEurodollar Advance, if lawful, on the last day of the Interest Period currently applicable to such LIBOR LoanEurodollar Advance; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision herein other than Section 2.14(c)herein, if any Change in Law shall make it unlawful for any Lender to make or maintain any LIBOR Fixed Rate Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanFixed Rate Loan (including, without limitation, as a result of a restriction on an Available Currency), then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR the applicable Fixed Rate Loans will not thereafter be made by such Lender hereunder, whereupon any request by for such a Borrower for a LIBOR Fixed Rate 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 a Base dollar Loan (accruing interest as an ABR Loan, or if it is a Swingline Loan, as a Federal Funds Effective Rate Loan or (BLoan) 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 withdrawnwithdrawn (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 LIBOR Fixed Rate Loans affected by the illegality made by it be either (A) that ), if such Loans are denominated in Dollars be dollar Loans, converted to Base Rate ABR Revolving Loans or dollar Swingline Loans, in which event all such LIBOR Fixed Rate Loans shall be automatically be so converted as of the effective date of such notice as provided in paragraph (b) below (with the interest rate on such Base Rate Loans of such Lenderbelow, 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 repaid if such Fixed Rate Loan is denominated in Euros be prepaid promptly following the effective date of such noticeany other Available Currency. In the event any Lender shall exercise its rights under clause clauses (i) or (ii) aboveabove of this paragraph (b), all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR affected Fixed Rate Loans that would have been made by such Lender or the converted LIBOR Fixed Rate Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Fixed Rate Loans. (b) . For purposes of this Section 2.13Section, a notice by any Lender shall be effective as to each LIBOR Fixed Rate Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)herein, if any Change change after the date hereof in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower Borrowers and to the Administrative Agent, such Lender may: (i) declare that LIBOR 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 any Borrower for a LIBOR 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 (A) in the case of a LIBOR Borrowing CD Loan) as close as possible to be denominated in Dollars, be deemed a request for a Base Rate Loan or (B) in the case of a LIBOR Borrowing Interest Period applicable to be denominated in Euros, be ineffective (and such Lender shall not be obligated to make a Loan on account thereof), in each case, Eurodollar Loans unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans or to CD Loans, in which event all such LIBOR 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 so converted determined for the Interest Period in question, to CD Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 anything to the contrary herein other than Section 2.14(c)contained, if any Regulatory Change in Law shall make it unlawful for any Lender Bank to make or maintain any LIBOR Eurodollar Loan or to give effect to its obligations in respect of Eurodollar Loans as contemplated hereby with respect to any LIBOR Loanhereby, then, by prompt written or faxed notice to the Borrower Company and to the Administrative Agent, such Lender Bank may: (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon any request by a Borrower for a LIBOR Borrowing shall, as to the Company shall be prohibited from requesting Eurodollar Loans from such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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, Bank hereunder unless such declaration shall be is subsequently 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 LIBOR Eurodollar Loans with such Interest Periods made by it (A) that are denominated in Dollars be converted to Alternate Base Rate Loans, in which event (A) all such LIBOR Eurodollar Loans shall be automatically be so converted to Alternate Base Loans as of the effective date of such notice as provided in paragraph (b) below (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 and (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 LIBOR converted Eurodollar Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Alternate Base Loans made by such Lender in lieu of, or resulting from the conversion of, of such LIBOR 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 LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR 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 herein other than Section 2.14(c)herein, if the introduction of, or any Change change in, any law or regulation or in Law 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 LIBOR Loan Eurodollar Advance or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanEurodollar Advance, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR Loans Eurodollar Advances will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a LIBOR Eurodollar 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 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, Advance unless such declaration shall be subsequently withdrawnwithdrawn (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 LIBOR Loans Eurodollar Advances made by it (A) that are denominated in Dollars be converted Converted to Base Rate LoansAdvances, in which event all such LIBOR Loans Eurodollar Advances shall be automatically be so converted Converted to Base Rate Advances as of the effective date of such notice as provided in paragraph subsection (b) below (with below. Prior to any Lender giving notice to the interest rate on Borrower under this Section 2.14, such Base Rate Loans 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, if necessary be otherwise disadvantageous 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 noticeLender. 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 LIBOR Loans Eurodollar Advances that would have been made by such Lender or the converted LIBOR Loans Converted Eurodollar Advances of such Lender shall instead be applied to repay the Loans Base Rate Advances made by such Lender in lieu of, or resulting from the conversion Conversion of, such LIBOR LoansEurodollar Advances. (b) For purposes of this Section 2.132.14, a notice by any Lender shall be effective as to each LIBOR LoanEurodollar Advance, if lawful, on the last day of the Interest Period currently applicable to such LIBOR LoanEurodollar Advance; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision herein other than Section 2.14(c)herein, if any Change change in Law 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 LIBOR Loan Borrowing or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanBorrowing, then, then by written or faxed notice to the Borrower setting forth in reasonable detail the relevant circumstances and the Administrative Agenteffect thereof, such the Lender may: (i) declare that LIBOR Loans Borrowings will not thereafter be made by such the Lender hereunder, whereupon any request by a the Borrower for a LIBOR Borrowing shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, shall be deemed a request for 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; and (ii) require that all outstanding LIBOR Loans Borrowings made by it (A) that are denominated in Dollars be converted to Base Rate LoansBorrowings, in which event all such LIBOR Loans Borrowings shall be automatically be so converted to Base Rate Borrowings as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. In the event any the 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 LIBOR Loans Borrowings that would have been made by such the Lender or the converted LIBOR Loans Borrowings of such the Lender shall instead be applied to repay the Loans Base Rate Borrowings made by such the Lender in lieu of, or resulting from the conversion of, such LIBOR LoansBorrowings. (b) For purposes of this Section 2.13Section, a notice to the Borrower by any the Lender shall be effective as to each LIBOR LoanBorrowing, if lawful, on the last day of the Interest Period currently applicable to such LIBOR LoanBorrowing; 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 herein other than Section 2.14(c)herein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Body charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written or faxed notice to the Borrower Borrowers and to the Administrative Agent, such Lender may: (i) declare that LIBOR Loans Eurodollar Loans, and conversions into or extensions of Eurodollar Loans, will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for, or for conversion into or extension of, a LIBOR Borrowing Eurodollar Loan shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for, or for conversion into or extension of, 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 caseLoan, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR Eurodollar Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)contained to the contrary, if (x) any Change change in Law 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 LIBOR Loan Eurodollar Borrowing or to give effect to its obligations as contemplated hereby with respect to its Commitment Percentage of any LIBOR LoanEurodollar Borrowing 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, by and in any such event, such Bank shall, promptly after making such determination, give written or faxed telecopy notice (or by telephone promptly confirmed in writing) to the Borrower and the Administrative AgentAgent of such determination (which notice the Agent shall promptly transmit to each of the other 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 LIBOR such affected Bank will no longer make Eurodollar Loans will not thereafter be made by such Lender hereunder, (subject to paragraph (b) below) whereupon any request by a the Borrower for a LIBOR Eurodollar Borrowing shall, as to such Lender Bank only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate Loan or (B) in the case of a LIBOR Borrowing to be denominated in Euros, be ineffective (an ABR Loan; and such Lender shall not be obligated to make a Loan on account thereof), in each case, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (Asuch affected Bank(s) that are denominated in Dollars be converted to Base Rate Loansinto ABR Loans 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 notice, in the case of subclause (ii) above shall specify which affected Eurodollar Loans are to be converted); provided, however, that all such LIBOR Banks whose Eurodollar Loans are affected by the circumstances described above shall automatically be so converted as of treated in the effective date of such notice as provided in paragraph same manner. (b) below (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 Bank shall exercise its rights under clause (i) or (iia) above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Eurodollar Loans that would have been made made, converted or continued by such Lender Bank or the converted LIBOR 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 LIBOR affected Eurodollar Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision anything to the contrary herein other than Section 2.14(c)contained, if any Regulatory Change in Law shall make it unlawful for any Lender to make or maintain any LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loanhereby, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR Loans will not thereafter be made by such Lender hereunder▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, whereupon any request by a the Borrower for a shall be prohibited from requesting LIBOR Borrowing shall, as to Loans from such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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, hereunder unless such declaration shall be is subsequently 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 LIBOR Loans with such Interest Periods made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event (A) all such LIBOR Loans shall be automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 and (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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such LIBOR Loans▇▇▇▇▇.▇▇▇▇▇ are subject to an Interest Period, 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 LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR 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 anything to the contrary herein other than Section 2.14(c)contained, if any Change change in Law 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 LIBOR Loan or B/A or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loanhereby, then, by written or faxed notice to the Borrower or the Canadian Borrower, as applicable and to the Administrative Agent and the Administrative Canadian Agent, as applicable, such Lender may: (i) declare that LIBOR Loans or B/As will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a 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 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 submit a Competitive Bid in response to a request for LIBOR Competitive Loans and the Borrower and the Canadian Borrower shall be obligated to make a Loan on account thereof), in each case, prohibited from requesting LIBOR Revolving Credit Loans or B/As from such Lender hereunder unless such declaration shall be is subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans (in Dollars) or B/As made by it (A) that are denominated in Dollars be converted to Base ABR Loans or C$ Prime Rate Loans, respectively, in which event (A) all such LIBOR Loans or B/As shall be automatically be so converted to ABR Loans or C$ Prime Rate Loans, respectively, as of the effective date of such notice as provided in paragraph (bSection 2.16(b) below (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 and (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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender or 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 LIBOR LoansLoans 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 LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR 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 other than Section 2.14(c)of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any LIBOR SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR SOFR Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate Loan or an ABR Loan; (Bii) in the case of a LIBOR Borrowing to be denominated in Euros, be ineffective (and such Lender may require that all outstanding SOFR Loans made by such Lender shall not be obligated converted to make a Loan on account thereof), in each case, unless such declaration shall be subsequently withdrawnABR Loans; and (iiiii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all if such LIBOR Loans shall automatically be so converted as of notice asserts the effective date illegality of such notice as provided in paragraph (b) below (with Lender making or maintaining ABR Loans the interest rate on such which is determined by reference to the Adjusted Term SOFR component of the Alternate Base Rate 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 LIBO Rate Term SOFR component of the Alternate Base Rate) or , in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists (B) that are denominated in Euros be prepaid promptly following the effective date of which notice such notice▇▇▇▇▇▇ agrees to give 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 LIBOR SOFR Loans that would have been made by such Lender or the converted LIBOR SOFR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR SOFR Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision anything to the contrary herein other than Section 2.14(c)contained, if any Change change in Law 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 LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loanhereby, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a 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 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 submit a Competitive Bid in response to a request for LIBOR Competitive Loans and the Borrower shall otherwise be obligated to make a Loan on account thereof), in each case, prohibited from requesting LIBOR Loans from such Lender hereunder unless such declaration shall be is subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans (in Dollars) made by it be converted to ABR Loans (or to Canadian ABR Loans, in the case of the Canadian Revolving Lender) in which event (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR Loans shall be automatically be so converted to ABR Loans or Canadian ABR Loans, as the case may be, as of the effective date of such notice as provided in paragraph (bSection 2.17(b) below (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 and (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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or ABR Loan resulting from the conversion of, of such 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 LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR 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 herein other than Section 2.14(c)herein, if if, after the date hereof, any Change change in Law any law or regulation or in the interpretation thereof by any Gov ernmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR Eurodollar Loans will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon such Lender will not make any further Eurodollar Loans and any request by a Borrower for a LIBOR Borrowing Eurodollar 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 a Base Rate an ABR 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 (or, if a Loan to the Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted con verted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)of this Agreement, if if, after the date hereof, any Change 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR Eurodollar Loans. (b) For purposes of this Section 2.13, a notice to the Borrower by any Lender shall be effective as to each LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or to continue to fund or maintain any LIBOR Eurodollar Term Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Term Loan, then, unless such Lender is able to make or to continue to fund or to maintain such Eurodollar Term Loan at another branch or office of such Lender without, in such Lender’s reasonable opinion, adversely affecting it or its Term Loans or the income obtained therefrom, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR Eurodollar Term 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 Term Loans will not thereafter (for such duration) be converted into Eurodollar Term Loans), whereupon any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Term Loan (or a Base Rate request to continue an ABR Term Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Term Loan into an ABR Term Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Eurodollar Term Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Term Loans, in which event all such LIBOR Eurodollar Term Loans shall be automatically be so converted to ABR Term Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Term Loans that would have been made by such Lender or the converted LIBOR Eurodollar Term Loans of such Lender shall instead be applied to repay the ABR Term Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Eurodollar Term Loans. Any such conversion of a Eurodollar Term Loan under (i) above shall be subject to Section 2.15. (b) For purposes of this Section 2.132.14, a notice to the Borrower by any Lender shall be effective as to each LIBOR LoanEurodollar Term Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such LIBOR Eurodollar Term 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 other than Section 2.14(c)herein, if any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a LIBOR Eurodollar 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 a Base Rate an ABR 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 withdrawnwithdrawn (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 LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR Eurodollar Loans. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 8.05(b). (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each LIBOR Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for any a Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any LIBOR 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 hereofEffective Date which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written or faxed notice to the Borrower and the Administrative AgentLead Borrower, such Lender may: may (i) declare that LIBOR LIBO Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower the Borrowers for a LIBOR LIBO 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 a Base Prime 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; and and (ii) require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars be converted to Base Prime Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR LIBO Loans that would have been made by such Lender or the converted LIBOR LIBO Loans of such Lender shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, and if lawfulany LIBO Loans shall then be outstanding, on the last day of the then‑current Interest Period applicable to such LIBOR 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 anything to the contrary herein other than Section 2.14(c)contained, if any Change change in Law 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 its LIBOR Lending Office to make or maintain any LIBOR Loan Rate Advance or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loanhereby, then, by prompt written or faxed notice to the Borrower and the Administrative AgentBorrower, such Lender may: (i) declare that LIBOR Loans Rate Advances will not thereafter be made by such Lender hereunder, whereupon the Borrower shall be prohibited from requesting LIBOR Rate Advances from such Lender hereunder (and instead, any request by a Borrower for a LIBOR Borrowing shallRate Advance in Dollars, as to such Lender onlyLender, (A) in the case of a LIBOR Borrowing shall be deemed to be denominated in Dollars, be deemed a request for a an Alternate Base Rate Loan or (B) in the case of Advance and any request for a LIBOR Borrowing to Rate Advance in Sterling shall be denominated in Euros, be ineffective (void and such Lender shall not be obligated to make a Loan on account thereof), in each case, of no force and effect) unless such declaration shall be is subsequently withdrawn; and (ii) require that all LIBOR Rate Advances in Sterling made by such Lender be exchanged into an Equivalent amount of Dollars and be converted into an Alternate Base Rate Advance and that all outstanding LIBOR Loans Rate Advances in Dollars made by it (A) that are denominated in Dollars such Lender be converted to Alternate Base Rate LoansAdvances, in which event (A) all such LIBOR Loans Rate Advances made by such Lender shall be automatically be so converted to Alternate Base Rate Advances as of the effective date of such notice as provided in paragraph (b) below (with the interest rate on or if so designated by such Base Rate Loans Lender in such notice, effective as 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 Rateanother date) or and (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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender Rate Advances shall instead be applied to repay the Loans made by such Lender in lieu of, or Alternate Base Rate Advances resulting from the conversion of, of such LIBOR LoansRate Advances. (b) For purposes of this Section 2.13, a notice to the Borrower by any Lender shall be effective as the Agent pursuant to each LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein other than of this Agreement but subject to Section 2.14(c9.08(h), which shall control in the event of a conflict (as reasonably determined by the Administrative Agent and Borrower) with this Section 2.17, if any Change in Law shall make it unlawful for any Lender to make or maintain any LIBOR SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR SOFR Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR SOFR Borrowing (or to 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan, as such, or to convert a SOFR 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 thereofinto an ABR Loan), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR SOFR Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR SOFR Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph clause (b) below (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 noticebelow. 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 LIBOR SOFR Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR SOFR Loans. (b) For purposes of this Section 2.132.17, a notice to Borrower by any Lender shall be effective as to each LIBOR LoanSOFR Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such LIBOR SOFR Loan; in all other cases such notice shall be effective on the date of receiptreceipt by Borrower in accordance with this Agreement.

Change in Legality. (a) Notwithstanding any other provision anything to the contrary herein other than Section 2.14(c)contained, if any Change change in Law 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 Agent to make or maintain any LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect (an "Illegality"), or if Agent or Majority Lenders determine that maintenance of Eurodollar Loans would cause Lenders to implement or modify any LIBOR Loanreserve (other than reserves which are used in calculating the Libor Rate), special deposit or assessment or other requirement, or impose any other condition on Lenders affecting the Revolving Loans (each of the foregoing circumstances called a "Regulatory Action"), then, by written or faxed notice to the Borrower and the Administrative AgentBorrowers, such Lender mayAgent shall: (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender Lenders hereunder, whereupon any request by a Borrower for a LIBOR Borrowing shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to Borrowers shall be denominated in Dollars, be deemed a request for 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, prohibited from requesting Eurodollar Loans from Agent hereunder unless such declaration shall be is subsequently withdrawn; provided, however, that if after the date of any such declaration there shall occur any change in law or regulation or in the interpretation thereof by any government authority charged with the administration or interpretation thereof that shall eliminate such Illegality, Agent shall as promptly as reasonably practicable notify the Borrowers and each of the Lenders of such occurrence and withdraw such declaration; and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted converted, at Borrowers' expense, to Base Reference Rate Loans, in which event (1) all such LIBOR Eurodollar Loans shall be automatically be so converted to Reference Rate Loans as of the effective date of such notice as provided in paragraph (b) below below, and (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 Rate2) 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 LIBOR converted Eurodollar Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Reference Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such LIBOR Eurodollar Loans. (b) For purposes of this Section 2.132.21, a notice to the Borrowers by any Lender shall be effective as Agent pursuant to each LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision anything to the contrary herein other than Section 2.14(c)contained, if any Change change in Law 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 LIBOR Lending Office to make or maintain any LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanRate Advance, then, by prompt written or faxed notice to the Borrower and the Administrative AgentCompany, such Lender Bank may: (i) declare that LIBOR Loans Rate Advances will not thereafter be made by such Lender Bank hereunder, whereupon any the Company shall be prohibited from requesting LIBOR Rate Advances from such Bank hereunder unless such declaration is subsequently withdrawn, PROVIDED, such request by a Borrower for a LIBOR Borrowing Rate Advance shall, if the Company so indicates, be automatically converted (as to such Lender only, (ABank) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed into a request for a an Alternate Base Rate Loan Advance and the affected Bank or (B) in the case of a LIBOR Borrowing to be denominated in Euros, be ineffective (and such Lender Banks shall not be obligated to make a Loan on account thereof), in each case, unless such declaration shall be subsequently withdrawnrespond thereto as provided herein; and (ii) require that all outstanding LIBOR Loans Rate Advances made by it (A) that are denominated in Dollars such Bank be converted to Alternate Base Rate LoansAdvances, in which event (A) all such LIBOR Loans Rate Advances shall be automatically be so converted to Alternate Base Rate Advances as of the effective date of such notice as provided in paragraph (b) below (with if required by applicable law or regulation, or if not so required, at 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 end of the Base Rate) or current Interest Period and (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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender Rate Advances shall instead be applied to repay the Loans made by such Lender in lieu of, or Alternate Base Rate Advances resulting from the conversion of, of such LIBOR LoansRate 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 LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR 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 other than Section 2.14(c)herein, if any Change change in Law 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 LIBOR Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurocurrency Loan, then, by written or faxed notice to the Borrower Company and to the Administrative Agent, such Lender may: (i) declare that LIBOR Eurocurrency Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a LIBOR Eurocurrency Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan (A) in the case of a LIBOR Borrowing to be Eurocurrency Loan denominated in DollarsEuro, be deemed a request for a Base Rate Loan or (B) in an amount equal to 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 Dollar Equivalent thereof), in each case, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Eurocurrency Loans made by it (A) that are denominated in Dollars be converted to ABR Loans (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 LoansRate”), in which event all such LIBOR Eurocurrency Loans shall be automatically be 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 converted determined) as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveabove with respect to Eurocurrency Loans, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Eurocurrency Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR Eurocurrency Loans. (b) For purposes of this Section 2.132.14, a notice by any Lender shall be effective as to each LIBOR Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 herein other than Section 2.14(capplicable existing or future law, regulation, guideline, treaty or directive or condition or interpretation thereof (including, without limitation, any request, guideline or policy, whether or not having the force of law), if by any Change Governmental Authority charged with the administration or interpretation thereof, or any change in Law any of the foregoing shall make it unlawful or improper for any Lender or its Applicable Lending Office to make or maintain any LIBOR Loan or to give effect to portion of its obligations Loans as contemplated hereby with respect to any LIBOR LoanEurodollar Rate Loans, then, by written or faxed oral notice to the Borrower Borrowers, and the Administrative Agent, promptly confirmed in writing (which may be by teletransmission and which shall state the basis for such Lender may: (i) declare that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a 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 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 thereofnotice), in each case, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR Loans shall automatically be so converted as of the effective date of such notice as provided in paragraph (b) below (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 may declare that such Lender's obligation to the Adjusted LIBO make or maintain Loans as Eurodollar Rate component of the Base Rate) or (B) that are denominated in Euros be prepaid promptly following the effective date of Loans is suspended until 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 LIBOR Loans that would have been made by time as such Lender may again make and maintain Loans as Eurodollar Rate Loans and all such Lender's Eurodollar Rate Loans shall convert automatically into ABR Loans at the end of their then current Interest Period or the converted LIBOR Loans of at such earlier time as such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR 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 applicable Administrative Agent or the Lenders be obligated to such LIBOR 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 other than Section 2.14(c)herein, if after the date hereof any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written or faxed notice to the Borrower and to the Administrative Paying Agent, such Lender may: (i) declare that LIBOR 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 the Borrower for a LIBOR Eurodollar Standby 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 a Base Rate an ABR 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; and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 herein other than Section 2.14(c)herein, if any Change change in Law 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 LIBOR Loan Borrowing or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loan-1▇- ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, then, then by written or faxed notice to the Borrower setting forth in reasonable detail the relevant circumstances and the Administrative Agenteffect thereof, such Lender Bank may: (i) declare that LIBOR Loans Borrowings will not thereafter be made by such Lender Bank hereunder, whereupon any request by a the Borrower for a LIBOR Borrowing shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, shall be deemed a request for 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; and (ii) require that all outstanding LIBOR Loans Borrowings made by it (A) that are denominated in Dollars be converted to Base Rate LoansBorrowings, in which event all such LIBOR Loans Borrowings shall be automatically be so converted to Base Rate Borrowings as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. In the event any Lender Bank 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 LIBOR Loans Borrowings that would have been made by such Lender Bank or the converted LIBOR Loans Borrowings of such Lender Bank shall instead be applied to repay the Loans Base Rate Borrowings made by such Lender Bank in lieu of, or resulting from the conversion of, such LIBOR LoansBorrowings. (b) For purposes of this Section 2.13Section, a notice to the Borrower by any Lender Bank shall be effective as to each LIBOR LoanBorrowing, if lawful, on the last day of the Interest Period currently applicable to such LIBOR LoanBorrowing; 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 herein other than Section 2.14(c)of this Agreement, if if, after the date hereof, any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)herein, if after the date hereof any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written or faxed notice to the Borrower and to the Administrative Paying Agent, such Lender may: (i) : declare that LIBOR 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 the Borrower for a LIBOR Eurodollar Standby 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 a Base Rate an ABR 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; and (ii) and require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 herein other than Section 2.14(c)of this Agreement, if if, after the date hereof, any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar Borrowing (or to convert an ABR Borrowing 37 32 to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) 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 Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)herein, if the adoption of or any Change change in Law 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 Lender to make or maintain any LIBOR Loan Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanEurodollar Rate Advance, then, by written or faxed notice to the Borrower and the Administrative Agent, such Lender may: (i) declare that LIBOR Loans Eurodollar Rate Advances will not thereafter be made by such Lender hereunder, whereupon the right of the Borrower to select Eurodollar Rate Advances for any request by a Borrower for a LIBOR Borrowing shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to or conversion shall be denominated in Dollars, be deemed a request for a Base Rate Loan or (B) in the case of a LIBOR Borrowing to be denominated in Euros, be ineffective (and forthwith suspended until such Lender shall not withdraw such notice as provided herein below or shall cease to be obligated a Lender hereunder pursuant to make a Loan on account thereofSection 10.07(g), in each case, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars Eurodollar Rate Advances be converted to Base Rate LoansAdvances, in which event all such LIBOR Loans Eurodollar Rate Advances shall be automatically be so converted to Base Rate Advances as of the effective date of such notice as provided herein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the other Lenders. 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 paragraph accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Borrower and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrower under this subsection (b) below (with f), such Lender shall use reasonable efforts to change the interest rate on jurisdiction of its Applicable Lending Office, if such Base Rate Loans change would avoid such unlawfulness and would not, in the sole determination of such Lender, if necessary ,be otherwise disadvantageous to avoid such illegality, be determined by the Administrative Agent without reference Lender. Any notice 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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Loans. (b) For purposes of this Section 2.13, a notice Borrower by any Lender shall be effective as to each LIBOR Loan, if lawful, Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such LIBOR LoanEurodollar Rate Advance; in all other cases 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 receiptreceipt by the Borrower and the Administrative Agent.

Change in Legality. (a) Notwithstanding any other provision herein other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for any a Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any LIBOR 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 or faxed notice to the Borrower and the Administrative AgentLead Borrower, such Lender may: may (i) declare that LIBOR LIBO Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower the Borrowers for a LIBOR LIBO 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 a Base Prime 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; and and (ii) require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars be converted to Base Prime Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Prime Rate Loans as of the effective date dates of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR LIBO Loans that would have been made by such Lender or the converted LIBOR LIBO Loans of such Lender shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, if lawfulany LIBO Loans shall then be outstanding, on the last day of the each then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the Closing Date shall make it unlawful for any a Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR a LIBO Loan, then, by written or faxed notice to the Borrower and the Administrative AgentLead Borrower, such Lender may: may (ix) declare that LIBOR LIBO Loans will not thereafter be made by such Lender hereunder, whereupon any request by a the Lead Borrower for a LIBOR LIBO 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 a Base Prime 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; and and (iiy) require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars such Lender be converted to Base Prime Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticeSECTION 2.09(b). In the event any Lender shall exercise its rights under clause (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR LIBO Loans that would have been made by such Lender or the converted LIBOR LIBO Loans of such Lender Lender, shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, if lawful, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 herein other than Section 2.14(c)of this Agreement, if any Change in of Law shall make it unlawful for any Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR LIBO Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR LIBO Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued), whereupon any request by a Borrower for a LIBOR Borrowing (or any continuation of a Borrowing for an additional Interest Period) shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate Loan (or (B) in the case a continuation of a LIBOR Borrowing to be denominated in Euros, be ineffective (and such Lender shall not be obligated to make LIBO Loan as a Loan on account thereofBase Rate Loan), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. In the event any Lender shall exercise its rights under clause clauses (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBOR LIBO Loans that would have been made by such Lender or the converted LIBOR LIBO Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR LIBO Loans. (b) . For purposes of this Section 2.13clause (d), a notice to Borrower by any Lender shall be effective as to each LIBOR LoanLIBO Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such LIBOR LoanLIBO Loan (which shall be a Scheduled Payment Date); in all other cases such notice shall be effective on the date of receiptreceipt by Borrower.

Change in Legality. (a) Notwithstanding any other provision anything to the contrary herein other than Section 2.14(c)contained, if any Change change in Law 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 LIBOR Loan or to give effect to its obligations to make LIBOR Loans as contemplated hereby with respect to any LIBOR Loanhereby, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender Bank may: (i) declare that LIBOR Loans will not thereafter be made by such Lender Bank hereunder, whereupon any request by such Bank shall not submit a Borrower for a LIBOR Borrowing shall, as Competitive Bid in response to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate Loan or (B) in LIBOR Competitive Loans and the case of a Borrower shall be prohibited from requesting LIBOR Borrowing to be denominated in Euros, be ineffective (and Revolving Credit Loans from such Lender shall not be obligated to make a Loan on account thereof), in each case, Bank hereunder unless such declaration shall be is subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event (A) all such LIBOR Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (bSection 2.16(b) below (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 and (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 LIBOR Loans that would have been made by such Lender or the converted 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, of such LIBOR Loans. (b) For purposes of this Section 2.132.16, a notice to the Borrower by any Lender shall be effective as Bank pursuant to each LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR Loan; in all other cases such notice Section 2.16(a) shall be effective on the date of receiptreceipt thereof by the Borrower. (c) Notwithstanding the foregoing, if the affected Bank can continue to offer LIBOR Loans by transferring LIBOR Loans to another existing lending office of such Bank, such Bank agrees to so transfer the LIBOR Loans unless doing so would, in its good faith judgment, subject it to any expense or liability or be otherwise disadvantageous to it.

Change in Legality. (a) Notwithstanding any other provision herein other than Section 2.14(c)of this Agreement, if if, after the Closing Date, any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as Exhibit 10.1 contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph clause (b) below (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 that would otherwise have been applied to repay the LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR Eurodollar Loans. (b) For purposes of this Section 2.13Section, a notice to the Borrower by any Lender shall be effective as to each LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 anything to the contrary herein other than Section 2.14(c)contained, if after the Closing Date any Change change in Law 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 LIBOR LIBO Rate Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR LIBO Rate Loan, then, by written or faxed notice to the Borrower Borrowers and to the Administrative Agent, such Lender Bank may: (i) declare that LIBOR LIBO Rate Loans will not thereafter (for the duration of such unlawfulness or impracticality) be made by such Lender Bank hereunder, whereupon any request by a Borrower for a LIBOR Borrowing shall, as to the Borrowers shall be prohibited from requesting LIBO Rate Loans from such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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, Bank hereunder unless such declaration shall be is subsequently withdrawn; and (ii) require that all outstanding LIBOR LIBO Rate Loans made by it (A) that are denominated in Dollars be converted to Base Reference Rate Loans, in which event (A) all such LIBOR LIBO Rate Loans shall be automatically be so converted to Reference Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 end of the Base Rate) or applicable Interest Period, unless an earlier conversion date is legally required, (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 LIBOR converted LIBO Rate Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the 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 LIBOR Loansnotwithstanding the provisions of Section 3.9. (b) Before giving any notice to the Borrowers and the Administrative Agent pursuant to this Section 3.12, such Bank 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 Bank, be otherwise disadvantageous to such Bank. For purposes of this Section 2.133.12(a), a notice to the Borrowers by any Lender shall be effective as to each LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR Loan; in all other cases such notice Bank shall be effective on the date of receiptreceipt by the Borrowers.

Change in Legality. (aA) Notwithstanding anything in this Agreement to the contrary. if (i) any other provision herein other than Section 2.14(c), if change after the date of this Agreement in any Change law or regulation or in Law the interpretation thereof by any Governmental Authority charged with the administration thereof shall make it unlawful for any a Lender to make or maintain any LIBOR a Eurodollar Loan or to give effect to its obligations as contemplated hereby by this Agreement with respect to a Eurodollar Loan or (ii) at any LIBOR Loantime any Lender determines that the making or continuance of any of its Eurodollar Loans has become impracticable as a result of a contingency occurring after the Closing Date that adversely affects the London interbank market or the position of such Lender in such market, then, by written or faxed notice to the Borrower and the Administrative AgentParent, such Lender may: may (ia) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender hereunderunder this Agreement, whereupon any request by a Borrower the Borrowers for a LIBOR Borrowing Eurodollar Loan shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a an 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; and withdrawn and (iib) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticeSection 3.2(B). In the event any Lender shall exercise its rights under clause (ia) or (iib) above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR Eurodollar Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Eurodollar Loans. (bB) For purposes of this Section 2.13, a A notice to the Parent by any Lender under Section 3.2(A) shall be effective as to each LIBOR Loaneffective, if lawfullawful and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR Loan; in all other cases Period, otherwise, such notice shall be effective on the date of receiptreceipt by the Parent.

Change in Legality. (a) Notwithstanding any other provision anything to the contrary herein other than Section 2.14(c)contained, if any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect (an "Illegality"), or if the Lender determines that maintenance of Eurodollar Loans would cause the Lender to implement or modify any LIBOR Loanreserve, special deposit or assessment or other requirement, or impose any other condition on the Lender affecting the Loans (each of the foregoing circumstances called a "Regulatory Action"), then, by written or faxed notice to the Borrower and Borrower, the Administrative Agent, such Lender mayshall: (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such the Lender hereunder, whereupon any request by a the Borrower for a LIBOR Borrowing shall, as to such shall be prohibited from requesting Eurodollar Loans from the Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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, hereunder unless such declaration shall be is subsequently withdrawn; provided, however, that if after the date of any such declaration there shall occur any change in law or regulation or in the interpretation thereof by any government authority charged with the administration or interpretation thereof that shall eliminate such Illegality, the Lender shall as promptly as reasonably practicable notify the Borrower of such occurrence and withdraw such declaration; and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars the Lender be converted to Base Reference Rate Loans, in which event (1) all such LIBOR Eurodollar Loans shall be automatically be so converted to Reference Rate Loans as of the effective date of such notice as provided in paragraph (b) below and, (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 Rate2) 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 LIBOR converted Eurodollar Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Reference Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such LIBOR Eurodollar Loans. (b) For for purposes of this Section 2.13, 2.11 a notice to the Borrower by any the Lender shall be effective as pursuant to each LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein other than Section 2.14(c)herein, if the adoption of or any Change change in Law any law or regulation or in the interpre- tation or administration thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any LIBOR Loan Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanEurodollar Rate Advance, then, by written or faxed notice to the Borrower and the Administrative Agent, such Lender may: (i) declare that LIBOR Loans Eurodollar Rate Advances will not thereafter be made by such Lender hereunder, whereupon the right of the Borrower to select Eurodollar Rate Advances for any request by a Borrower for a LIBOR Borrowing shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to or Conversion shall be denominated in Dollars, be deemed a request for a Base Rate Loan or (B) in the case of a LIBOR Borrowing to be denominated in Euros, be ineffective (and forthwith suspended until such Lender shall not withdraw such notice as provided hereinbe- low or shall cease to be obligated a Lender hereunder pursuant to make a Loan on account thereof), in each case, unless such declaration shall be subsequently withdrawnSection 10.07(g) hereof; and (ii) require that all outstanding LIBOR Loans Eurodollar Rate Advances made by it (A) that are denominated in Dollars be converted Converted to Base Rate LoansAdvances, in which event all such LIBOR Loans Eurodollar Rate Advances by all Lenders shall be automatically be so converted Converted to Base Rate Advances as of the effective date of such notice as provided herein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the other Lenders. Promptly upon becoming aware that the circumstanc- es 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 Commit- ments, Advances, participation and other rights and obligations hereunder in paragraph accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Borrower and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrower under this subsection (b) below (with f), such Lender shall use reasonable efforts to change the interest rate on jurisdiction of its Applicable Lending Office, if such Base Rate Loans change would avoid such unlawfulness and would not, in the sole determination of such Lender, if necessary be otherwise disadvantageous to avoid such illegality, be determined by the Administrative Agent without reference Lender. Any notice 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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Loans. (b) For purposes of this Section 2.13, a notice Borrower by any Lender shall be effective as to each LIBOR Loan, if lawful, Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such LIBOR LoanEurodollar Rate Advance; in all other cases 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 receiptreceipt by the Borrower and the Administrative Agent.

Change in Legality. (a) Notwithstanding any other provision herein other than Section 2.14(c), if any Change change in Law 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 LIBOR SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR SOFR Loan, then, by written or faxed telecopy notice to the Borrower and the Administrative Agent, such Lender may: (i) declare that LIBOR Loans such SOFR Loan will not thereafter be made by such Lender hereunder▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, whereupon any request by a the Borrower for a LIBOR SOFR 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 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; and (ii) require that all outstanding LIBOR SOFR Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR SOFR Loans shall automatically be so converted as of the effective date of such notice as provided in paragraph (b) below (with below. During such suspension period, the interest rate on such Base Rate Loans of such LenderBorrower shall, if necessary to avoid such illegality, be determined by upon demand from any Lender (with a copy to the Administrative Agent), convert all affected SOFR Loans to Base Rate Loans (if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to the Adjusted LIBO Rate component clause (c) of the definition of “Base Rate) ”), on the Interest Payment Date therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or (B) that are denominated in Euros be immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so prepaid promptly following the effective date of such noticeor converted, together with any additional amounts required pursuant to Section 2.14. 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 LIBOR SOFR Loans that would have been made by such Lender or the converted LIBOR SOFR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR SOFR Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each LIBOR Loan, SOFR Loan if lawful, on the last day of the Interest Period applicable to such LIBOR SOFR Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision herein other than Section 2.14(c)of this Agreement, if if, after the date hereof, any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Loan (or a Base Rate request to continue an ABR Loan as such for an additional 43 38 Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)herein, if any Change in Law shall make it unlawful for any Lender to make or maintain any LIBOR Fixed Rate Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanFixed Rate Loan (including, without limitation, as a result of a restriction on a Major Currency), then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR the applicable Fixed Rate Loans will not thereafter be made by such Lender hereunder, whereupon any request by for such a Borrower for a LIBOR Fixed Rate 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 a Base dollar Loan (accruing interest as an ABR Loan, or if it is a Swingline Loan, as a Federal Funds Effective Rate Loan or (BLoan) 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 withdrawnwithdrawn (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 LIBOR Fixed Rate Loans affected by the illegality made by it be either (A) that ), if such Loans are denominated in Dollars be dollar Loans, converted to Base Rate ABR Revolving Loans or dollar Swingline Loans, in which event all such LIBOR Fixed Rate Loans shall be automatically be so converted as of the effective date of such notice as provided in paragraph (b) below (with the interest rate on such Base Rate Loans of such Lenderbelow, 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 repaid if such Fixed Rate Loan is denominated in Euros be prepaid promptly following the effective date of such noticeany other Major Currency. In the event any Lender shall exercise its rights under clause clauses (i) or (ii) aboveabove of this paragraph (b), all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR affected Fixed Rate Loans that would have been made by such Lender or the converted LIBOR Fixed Rate Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Fixed Rate Loans. (b) . For purposes of this Section 2.13Section, a notice by any Lender shall be effective as to each LIBOR Fixed Rate Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)herein, if the introduction of, or any Change change in, any law or regulation or in Law 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 LIBOR Loan Eurodollar Advance or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanEurodollar Advance, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR Loans Eurodollar Advances will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a LIBOR Eurodollar 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 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, Advance unless such declaration shall be subsequently withdrawnwithdrawn (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 LIBOR Loans Eurodollar Advances made by it (A) that are denominated in Dollars be converted Converted to Base Rate LoansAdvances, in which event all such LIBOR Loans Eurodollar Advances shall be automatically be so converted Converted to Base Rate Advances as of the effective date of such notice as provided in paragraph subsection (b) below (with below. Prior to any Lender giving notice to the interest rate on Borrower under this Section 2.13, such Base Rate Loans 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, if necessary be otherwise disadvantageous 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 noticeLender. 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 LIBOR Loans Eurodollar Advances that would have been made by such Lender or the converted LIBOR Loans Converted Eurodollar Advances of such Lender shall instead be applied to repay the Loans Base Rate Advances made by such Lender in lieu of, or resulting from the conversion Conversion of, such LIBOR LoansEurodollar Advances. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each LIBOR LoanEurodollar Advance, if lawful, on the last day of the Interest Period currently applicable to such LIBOR LoanEurodollar Advance; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision anything to the contrary herein other than Section 2.14(c)contained, if any Regulatory Change in Law shall make it unlawful for any Lender Bank to make or maintain any LIBOR Eurodollar Loan or to give effect to its obligations in respect of Eurodollar Loans as contemplated hereby with respect to any LIBOR Loanhereby, then, by prompt written or faxed notice to the Borrower Company and to the Administrative Agent, such Lender Bank may: (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon any request by a Borrower for a LIBOR Borrowing shall, as to the Company shall be prohibited from requesting Eurodollar Loans from such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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, Bank hereunder unless such declaration shall be is subsequently 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 LIBOR Eurodollar Loans with such Interest Periods made by it (A) that are denominated in Dollars be converted to Alternate Base Rate Loans, in which event (A) all such LIBOR Eurodollar Loans shall be automatically be so converted to Alternate Base Loans as of the effective date of such notice as provided in paragraph (b) below (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 and (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 LIBOR converted Eurodollar Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Alternate Base Loans made by such Lender in lieu of, or resulting from the conversion of, of such LIBOR Eurodollar Loans. (b) For purposes of this Section 2.13, 2.14. a notice to the Company (with a copy to the Administrative Agent) by any Lender shall be effective as Bank pursuant to each LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR 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 herein other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the Amendment No. 910 Effective Date shall make it unlawful for any a Lender to make or maintain any LIBOR a LIBOTerm Benchmark Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR a LIBOTerm Benchmark Loan, then, by written or faxed notice to the Borrower and the Administrative AgentBorrower, such Lender may: may (ix) declare that LIBOR LIBOTerm Benchmark Loans will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR LIBOTerm Benchmark 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 a Base Prime 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; and and (iiy) require that all outstanding LIBOR LIBOTerm Benchmark Loans made by it (A) that are denominated in Dollars such Lender be converted to Base Prime Rate Loans, in which event all such LIBOR LIBOTerm Benchmark Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticeSection 2.09(b). In the event any Lender shall exercise its rights under clause (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR LIBOTerm Benchmark Loans that would have been made by such Lender or the converted LIBOR LIBOTerm Benchmark Loans of such Lender Lender, shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR LIBOTerm Benchmark Loans. (b) For purposes of this Section 2.132.11, a notice by any Lender to the Borrower pursuant to Section 2.11(a) above shall be effective as to each LIBOR Loaneffective, if lawful, and if any LIBOTerm Benchmark Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)of this Agreement, if any Change in of Law shall make it unlawful for any Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR LIBO Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR LIBO Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued), whereupon any request by a Borrower for a LIBOR Borrowing (or any continuation of a Borrowing for an additional Interest Period) shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate Loan (or (B) in the case a continuation of a LIBOR Borrowing to be denominated in Euros, be ineffective (and such Lender shall not be obligated to make LIBO Loan as a Loan on account thereofBase Rate Loan), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. In the event any Lender shall exercise its rights under clause clauses (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBOR LIBO Loans that would have been made by such Lender or the converted LIBOR LIBO Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR LoanLIBO Loan made by such Lender, if Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. lawful, on the last day of the Interest Period then applicable to such LIBOR 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 herein other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the Amendment No. 79 Effective Date shall make it unlawful for any a Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR a LIBO Loan, then, by written or faxed notice to the Borrower and the Administrative AgentBorrower, such Lender may: may (ix) declare that LIBOR LIBO Loans will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR LIBO 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 a Base Prime 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; and and (iiy) require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars such Lender be converted to Base Prime Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticeSection 2.09(b). In the event any Lender shall exercise its rights under clause (i) or (ii) abovehereunder, all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR LIBO Loans that would have been made by such Lender or the converted LIBOR LIBO Loans of such Lender Lender, shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR LIBO Loans. (b) For purposes of this Section 2.132.11, a notice by any Lender to the Borrower pursuant to Section 2.11(a) above shall be effective as to each LIBOR Loaneffective, if lawful, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for any a Lender to make or maintain any LIBOR a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any LIBOR 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 or faxed notice to the Borrower and the Administrative AgentLead Borrower, such Lender may: may (i) declare that LIBOR LIBO Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower the Borrowers for a LIBOR LIBO 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 a Base Prime 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; and and (ii) require that all outstanding LIBOR LIBO Loans made by it (A) that are denominated in Dollars be converted to Base Prime Rate Loans, in which event all such LIBOR LIBO Loans shall be automatically be so converted to Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR LIBO Loans that would have been made by such Lender or the converted LIBOR LIBO Loans of such Lender shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Loaneffective, and if lawfulany LIBO Loans shall then be outstanding, on the last day of the then--current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)contained, if any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR 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 the Borrower for a LIBOR Borrowing Eurodollar Standby Borrow- ing shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate an ABR Standby 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; and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Standby Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Standby Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 anything to the contrary herein other than Section 2.14(c)contained, if any Change change on or after the date hereof in any 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 LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any a LIBOR Loan, then, by written or faxed notice to the Borrower and to the Administrative AgentAgent (such notice to contain the circumstances of such unlawfulness), such Lender may: (i) declare that LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a shall be prohibited from requesting LIBOR Borrowing shall, as to Loans from such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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, hereunder unless such declaration shall be is subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event (A) all such LIBOR Loans automatically shall automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph clause (b) below (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 and (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 that otherwise would otherwise have been applied to repay the LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender instead shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such 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 LIBOR Loaneffective, if lawful, on the last day of the then current Interest Period applicable to such LIBOR 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 herein other than Section 2.14(c)of this Agreement, if if, after the date hereof, any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) such Lender may declare that LIBOR 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 any request by a Borrower for a LIBOR Eurodollar 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, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for an ABR Revolving Loan (or a Base Rate request to continue an ABR Loan as such for an additional Interest Period or (B) in to convert a Eurodollar Loan into an ABR Loan, as 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 thereofmay be), in each case, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR LoanEurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 other than Section 2.14(c)anything to the contrary contained elsewhere in this Agreement, if (x) any Change change after the date of this Agreement in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall make it unlawful for any a Lender to make or maintain any LIBOR a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any LIBOR Loantime any Lender determines that the making or continuance of any of its Eurodollar 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 such market, then, by written or faxed notice to the Borrower and the Administrative AgentBorrowers, such Lender may: may (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower the Borrowers for a LIBOR Eurodollar 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 a Base Rate an ABR 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; and and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR 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 LIBOR Loaneffective, if lawful, and if any Loans shall then be outstanding, on the last day of the then-current Interest Period applicable to such LIBOR 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 herein other than Section 2.14(c)herein, if any Change change in Law 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 LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by a the Borrower for a LIBOR Eurodollar 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 a Base Rate an ABR 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 is subsequently withdrawn; andand 59 58 (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate ABR Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR Eurodollar Loans. (b) For purposes of this Section 2.13Section, a notice to the Borrower by any Lender shall be effective as to each LIBOR Loaneffective, if lawful, on the last day of the then current Interest Period applicable to such LIBOR 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 other than Section 2.14(c)herein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Body charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any LIBOR Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurodollar Loan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR Loans Eurodollar Loans, and conversions into or extensions of Eurodollar Loans, will not thereafter be made by such Lender hereunder, whereupon any request by the Borrower for, or for conversion into or extension of, a Borrower for a LIBOR Borrowing Eurodollar Loan shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for, or for conversion into or extension of, 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 caseLoan, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBOR Eurodollar Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loans, in which event all such LIBOR Eurodollar Loans shall be automatically be so converted to Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (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 noticebelow. 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 LIBOR Eurodollar Loans that would have been made by such Lender or the converted LIBOR Eurodollar Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR 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 LIBOR Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 herein other than Section 2.14(c)herein, if the adoption of or any Change change in Law 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 LIBOR Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR Eurocurrency Loan, then, by written or faxed notice to the Borrower and to the Administrative Agent, such Lender may: (i) declare that LIBOR Eurocurrency Loans will not thereafter be made by such Lender hereunder, whereupon any request by a Borrower for a LIBOR Eurocurrency Borrowing denominated in Dollars, shall, as to such Lender only, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate an ABR 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 withdrawnwithdrawn and any request for a Eurocurrency Borrowing denominated in Local Currency shall be disregarded; and (ii) require that all outstanding LIBOR Eurocurrency Loans made by it (A) that are denominated in Dollars be converted to Base Rate Loansinto or replaced as contemplated by Section 2.01(b) with ABR Loans or prepaid, in which event all such LIBOR Eurocurrency Loans shall automatically be so converted as of to or replaced with ABR Loans on or prior to the effective date of such notice as provided in paragraph (b) below (with the interest rate on such Base Rate Loans of such Lenderor, if necessary to avoid such illegalitynot so converted or replaced, 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 noticeprepaid. 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 LIBOR Eurocurrency Loans that would have been made by such Lender or the converted LIBOR 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 LIBOR Eurocurrency Loans. (b) For purposes of this Section 2.13, a notice to the Borrower by any Lender shall be effective as to each LIBOR Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such LIBOR 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 herein other than Section 2.14(c)of this Agreement, if the adoption of or any Change change in Law shall make any law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the administration or interpretation thereof makes it unlawful for any Lender to make or maintain any LIBOR Loan Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any LIBOR LoanEurodollar Rate Advance, then, by written or faxed notice to the Borrower and through the Administrative Agent, such Lender may: may (i) declare that LIBOR 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 request by a Borrower for a LIBOR Borrowing shall, as to or Conversion shall be forthwith suspended until such Lender onlywithdraws such notice as provided below, (A) in the case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for 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; and (ii) require that all outstanding LIBOR Loans made by it (A) that are denominated in Dollars Eurodollar Rate Advances of such Lender be converted Converted to Base Rate LoansAdvances, in which event all such LIBOR Loans Eurodollar Rate Advances shall be automatically be so converted Converted to Base Rate Advances as of the effective date of such notice as provided in paragraph (b) below (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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the conversion of, such LIBOR Loansbelow. (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 LIBOR Loan, if lawful, Eurodollar Rate Advance of such Lender on the last day of the Interest Period currently applicable to such LIBOR LoanEurodollar Rate 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 anything to the contrary herein other than Section 2.14(c)contained, if any Change change in Law 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 its LIBOR Lending Office to make or maintain any LIBOR Loan Rate Advance or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loanhereby, then, by prompt written or faxed notice to the Borrower and the Administrative AgentCompany, such Lender may: (i) declare that LIBOR Loans 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 hereunder (and instead, any request by a Borrower for a LIBOR Borrowing shallRate Advance, as to such Lender onlyLender, (A) in the case of a LIBOR Borrowing shall be deemed to be denominated in Dollars, be deemed a request for a an Alternate 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 thereofAdvance), in each case, unless such declaration shall be is subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans Rate Advances made by it (A) that are denominated in Dollars such Lender be converted to Alternate Base Rate LoansAdvances, in which event (A) all such LIBOR Loans Rate Advances made by such Lender shall be automatically be so converted to Alternate Base Rate Advances as of the effective date of such notice as provided in paragraph (b) below (with the interest rate on or if so designated by such Base Rate Loans Lender in such notice, effective as 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 Rateanother date) or and (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 LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender Rate Advances shall instead be applied to repay the Loans made by such Lender in lieu of, or Alternate Base Rate Advances resulting from the conversion of, of such LIBOR LoansRate 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 LIBOR Loan, if lawful, on the last day of the Interest Period applicable to such LIBOR Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by the Company.