Common use of Change in Legality Clause in Contracts

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for a Lender to make or maintain 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other market, then, by written notice to the Lead Borrower, such Lender may (i) declare that LIBO Loans or BA Equivalent Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Borrowing or BA Equivalent Loan Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBO Loans or BA Equivalent Loans made by it be converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Loans shall be automatically converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Loans Eurocurrency Loans, as the case may be, 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 and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or BA Equivalent Loan to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan, as applicable), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicablethe case may be, in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicable, Loans made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent any Term SOFR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketTerm SOFR Loan, then, by written notice to the Lead Borrower, applicable Borrowers and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans Term SOFR Loans, as applicable, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods) and Daily Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans or Term SOFR Loans, as applicable, whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing or BA Equivalent Loan Term SOFR Borrowing (or to convert a Daily Rate Borrowing to a Eurocurrency Borrowing or a Term SOFR Borrowing or to continue a Eurocurrency Borrowing or a Term SOFR Borrowing for an additional Interest Period), as applicable, shall, as to such Lender only, be deemed a request for a Domestic Prime Daily Rate Loan (or a request to continue a Daily Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan or a Term SOFR Loan into a Daily Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans Term SOFR Loans, as applicable, made by it be converted to Prime Daily Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Loans shall be automatically converted to Prime Daily Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Term SOFR Loans, as applicable, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Loans Term SOFR Loans, as applicable, of such Lender shall instead be applied to repay the Prime Daily Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, 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 or any of its Affiliates which shall be party to a Lender Local Currency Addendum to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Local Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan Local Currency Loan, or (y) at any time any Lender determines that shall limit the making or continuance convertibility into Dollars of any of its LIBO Loans Local Currency (or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of make such Lender in the London interbank market or such other marketconversion commercially impracticable), then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans in any affected Local Currency will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, any request by the Borrowers for a LIBO Borrowing or BA Equivalent Eurocurrency Standby Loan Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Base Rate Loan, and any request for a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicableLocal Currency Borrowing in such Local Currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars made by it be converted to Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicableand that all outstanding Local Currency Loans made by it in the affected Local Currency be promptly prepaid, in which event all such LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars shall be automatically converted to Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow and all such Local Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under clause subparagraph (i) or (ii) of this paragraph (a)above with respect to Eurocurrency Loans in Dollars, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans Eurocurrency Loans, of such Lender shall instead be applied to repay the Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) 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 a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower or the UK Borrower, as applicable, and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Eurocurrency 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 Eurocurrency Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan and any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or BA Equivalent Loan to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawnwithdrawn (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan, as the case may be); and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime Rate ABR Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.16, a notice to the Lead Borrower or the UK Borrower, as applicable, by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan made by such Lender, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrower or the UK Borrower, as applicable.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) 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 a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Loan Alternative Currency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Borrower and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Eurocurrency 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 the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing to a LIBOR Borrowing or BA Equivalent Loan to continue a LIBOR Borrowing or EURIBOR Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan (or a UK Swingline request to continue an ABR Loan as such for an additional Interest Period or to convert a LIBOR Loan into an ABR Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent LIBOR Loans made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicableand all EURIBOR Term Loans made by it converted to ABR Loans (with all remaining payment obligations of the Borrower with respect thereto denominated in Dollars based on the Dollar Equivalent of the outstanding amounts on the date of such conversion), in which event all such LIBO LIBOR Loans or BA Equivalent and EURIBOR Term Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent LIBOR Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan made by such Lender, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to any other provision herein, if, after the contrary contained elsewhere in this Agreementdate hereof, if (xi) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent any Revolving Alternate Currency Loan or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Fronting Lender determines that the making or continuance of to make any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketRevolving Alternate Currency Loans, then, by written notice to the Lead Borrower, Company and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Eurocurrency Loans or BA Equivalent Revolving Alternate Currency Loans (in the affected currency or currencies), as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing or BA Equivalent Loan Revolving Alternate Currency Borrowing (in the affected currency or currencies), as the case may be, shall, as to such Lender only, be deemed (A) in the case of a request for a Domestic Prime Rate Revolving Dollar Loan, a Canadian Prime Rate request for an ABR Loan or (B) in the case of a request for a Revolving Alternate Currency Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently to have been withdrawn; and and (ii) such Lender may require (A) that all outstanding LIBO Loans or BA Equivalent affected Eurocurrency Revolving Dollar Loans made by it be converted to Prime Rate ABR Loans, UK Swingline and (B) that all affected Eurocurrency Revolving Alternate Currency Loans or U.S. Index Rate Loans, as applicablemade by it be prepaid, in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loansprepaid, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) belowof this Section. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Revolving Dollar Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Revolving Dollar Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.24Section, a notice to the Lead Borrower Company by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each such Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerCompany.

Change in Legality. (a) Notwithstanding 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 a Lender to make or maintain a LIBO Eurodollar Loan or BA Equivalent Discount Rate Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Eurodollar Loan or BA Equivalent Discount Rate Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Eurodollar Loans or BA Equivalent Discount Rate Loans has become impracticable as a result of a contingency occurring after the date hereof Closing Date which adversely affects the London applicable interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other market, then, by written notice to the Lead BorrowerBorrowers, such Lender may (i) declare that LIBO Eurodollar Loans or BA Equivalent Discount Rate Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Borrowing or BA Equivalent Loan (A) Eurodollar Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn and, (B) a Domestic Prime Borrowing comprised of Discount Rate LoanLoans shall, as to such Lenders only, be deemed a request for a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBO Loans or BA Equivalent (A) Eurodollar Loans made by it be converted to Prime Rate ABR Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below, and (B) Discount Rate Loans made by it be converted to Canadian Prime Rate Loans, UK Swingline in which event all such Discount Rate Loans or U.S. Index shall be automatically converted to Canadian Prime Rate Loans, as applicable, Loans as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Eurodollar Loans or BA Equivalent Loans Discount Rate Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurodollar Loans or BA Equivalent Loans Discount Rate Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or Canadian Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicablethe case may be, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurodollar Loans or BA Equivalent Discount Rate Loans, as the case may be. (b) For purposes of this Section 2.242.17, a notice to the Lead Borrower Borrowers by any Lender pursuant to paragraph (a) above shall be effective, if lawful, and if any LIBO Eurodollar Loans or BA Equivalent Loans Discount Rate Loans, as the case may be, shall then be outstanding, on the last day of each the then-current Interest Period or Contract Period; and otherwise , otherwise, such notice shall be effective on the date of receipt by the Lead BorrowerBorrowers.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, 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 a any Lender or any of its Affiliates to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Loans or BA Equivalent Eurocurrency Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Borrowing, and any request by the Borrowers for a LIBO Borrowing or BA Equivalent Loan Eurocurrency Revolving Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate an ABR Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans denominated in Dollars made by it be converted to Prime Rate LoansABR Loans (which ABR Loans shall, UK Swingline for purposes of this Section 2.15, 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”) and that all outstanding Eurocurrency Loans denominated in the affected Alternative Currency or U.S. Index Rate Loans, as applicableaffected Non-US Currency be promptly prepaid, in which event all such LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, (at a rate per annum as applicable, so determined) as of the effective dates date of such notice as provided in paragraph (b) belowbelow and all such Alternative Currency Loans and Non-US Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above with respect to Eurocurrency Loans, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Amended Agreement, if after the date hereof, (xi) 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 a any Lender to make or maintain a LIBO Loan or BA Equivalent any LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan any LIBOR Loan, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions, other than those arising under Section 2.24, (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that to make Loans denominated in any Foreign Currency to the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable Borrowers, as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketcontemplated by this Amended Agreement, then, by written notice to the Lead BorrowerBorrower and to the Administrative Agent, such Lender may may: (iA) declare that LIBO LIBOR Loans or BA Equivalent Foreign Currency Revolving Loans (in the affected Foreign Currency) 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 the Borrowers for a LIBO LIBOR Loan (or to convert an ABR Borrowing to a Eurodollar Borrowing or BA Equivalent Loan to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, (I) if such Loan is a U.S. Dollar Revolving Loan, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan (or a UK Swingline request to continue an ABR Loan as such for an additional Interest Period or to convert a LIBOR Loan into an ABR Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn, or (II) if such Loan is a Foreign Currency Revolving Loan, be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and and (iiB) require that all outstanding LIBO LIBOR Loans or BA Equivalent Foreign Currency Revolving Loans (in the affected Foreign Currency) as the case may be, made by it be (I) if such Loans are U.S. Dollar Revolving Loans, converted to Prime Rate ABR Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent LIBOR Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below or (II) if such Loans are Foreign Currency Revolving Loans, repaid immediately, in which event all such Foreign Currency Revolving Loans (in the affected Foreign Currency) shall be required to be repaid in full by the Borrowers as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above with respect to any U.S. Dollar Revolving Loans, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent LIBOR Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent LIBOR Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent LIBOR Loans. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each LIBOR Loan made by such Lender, if any LIBO Loans lawful, on the last day of the Interest Period currently applicable to such LIBOR Loan or, if there are then two or BA Equivalent Loans shall then be outstandingmore current Interest Periods, on the last day of each then-current such Interest Period, respectively; and otherwise otherwise, such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein contained, 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 a the Lender to make or maintain a LIBO Loan or BA Equivalent any Eurodollar 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurodollar Loan, then, by written notice to the Lead Borrower, such the Lender may may: (i) declare that LIBO Loans or BA Equivalent Eurodollar Loans will not thereafter be made by such the Lender hereunder, whereupon hereunder and any request by the Borrowers Borrower for a LIBO continuation of a Eurodollar Borrowing or BA Equivalent Loan Borrowing shall, as to such Lender only, shall be deemed a request for a Domestic Prime Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, Borrowing unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Loans or BA Equivalent Eurodollar Loans made by it be converted to Prime into Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Eurodollar Loans shall be automatically converted to Prime into Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any the Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurodollar Loans of such the Lender shall instead be applied to repay the Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, of such LIBO Loans or BA Equivalent Eurodollar Loans. (b) For purposes of this Section 2.242.11, a notice to the Lead Borrower by any the Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurodollar Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurodollar Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrower. In the event that the circumstances giving rise to such notice to the Borrower by the Lender under this Section 2.11 shall cease to exist, (i) the Lender shall so notify the Borrower as soon as practicable and (ii) on the third Business Day following the delivery of notice pursuant to clause (i), each Base Rate Borrowing shall automatically be converted into a Eurodollar Borrowing with an Interest Period of one month (or such other Interest Period as the Borrower shall have elected in writing by delivery to the Lender of a Loan/Continuation Notice).

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementherein contained, 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 a Lender any Bank to make or maintain a LIBO Loan or BA Equivalent any Eurodollar Loan or to give effect to its obligations as contemplated hereby with in respect to a LIBO Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurodollar Borrowing contemplated hereby, then, by written notice to the Lead BorrowerAgent, such Lender may Bank may: (i) declare that LIBO Loans or BA Equivalent Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon any request by the Borrowers any Borrower for a LIBO Borrowing or BA Equivalent Loan Eurodollar Borrowing shall, as to such Lender Bank only, be deemed a request for a Domestic an Alternate Base or the Comerica Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline LoanRate, as applicable, Rate Loan unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Loans or BA Equivalent Eurodollar Loans made by it be converted to Prime Alternate Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Eurodollar Loans shall be automatically converted to Alternate Base Rate Loans if Acquisition Loans and to Comerica Prime Rate Loans if Floor Plan Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender Bank shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurodollar Loans that would have been made by such Lender Bank or the converted LIBO Loans or BA Equivalent Eurodollar Loans of such Lender Bank shall instead be applied to repay the Alternate Base Rate Loans if Acquisition Loans and to Comerica Prime Rate Loans if Floor Plan Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, Bank in lieu of, or resulting from the conversion of, such LIBO Eurodollar Loans; provided, however, the Alternate Base Rate Loans or BA Equivalent LoansComerica Prime Rate Loans resulting from the conversion of such Eurodollar Loans shall be prepayable only at the times the converted Eurodollar Loans would have been prepayable, notwithstanding the provisions of Section 5.7(a). (b) For purposes of this Section 2.245.9(a), a notice to the Lead Borrower Agent by any Lender pursuant to paragraph (a) above Bank shall be effectiveeffective as to each Eurodollar Loan, if any LIBO Loans lawful, on the last day of the then-current Interest Period or, if there are then two (2) or BA Equivalent Loans shall then be outstandingmore current Interest Periods, on the last day of each then-current such Interest Period, respectively; and otherwise otherwise, such notice shall be effective on the date of receipt by the Lead BorrowerAgent. (c) The term "Bank" or "Banks" as used in this Section 5.9 shall include the Swing Line Bank and the provisions hereof, when applicable, shall apply to the Swing Line Bank.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, 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 or any of its Affiliates which shall be party to a Lender Local Currency Addendum to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Local Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan Local Currency Loan, or (y) at any time any Lender determines that shall limit the making or continuance convertibility into Dollars of any of its LIBO Loans Local Currency (or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of make such Lender in the London interbank market or such other marketconversion commercially impracticable), then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans in any affected Local Currency will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a 31 26 Competitive Bid in response to a request for a Eurocurrency Competitive Loan, any request by the Borrowers for a LIBO Borrowing or BA Equivalent Eurocurrency Standby Loan Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate an ABR Loan, and any request for a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicableLocal Currency Borrowing in such Local Currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicableand that all outstanding Local Currency Loans made by it in the affected Local Currency be promptly prepaid, in which event all such LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow and all such Local Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above with respect to Eurocurrency Loans in Dollars, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans Eurocurrency Loans, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.14, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan or Local Currency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan or Local Currency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrowerreceipt.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Loan in any currency or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan any Eurocurrency Loan, or BA Equivalent Loan or (y) at any time any Lender determines that shall limit the making or continuance convertibility into US Dollars of any of its LIBO Loans Alternative Currency (or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of make such Lender in the London interbank market or such other marketconversion commercially impracticable), then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans in the affected currency will not thereafter be made by such Lender hereunder, whereupon (A) if the affected currency shall be US Dollars, such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, and any request by the Borrowers for a LIBO Borrowing or BA Equivalent Eurocurrency Revolving Loan Borrowing in the affected currency shall, as to such Lender only, be deemed a request for a Domestic Prime Base Rate Loan, and (B) if the affected currency is an Alternative Currency, any request for a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicableEurocurrency Borrowing in such currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and and (ii) (A) if the affected currency shall be US Dollars, require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans in US Dollars made by it be converted to Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Eurocurrency Loans or BA Equivalent Loans in US Dollars shall be automatically converted to Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. , and (B) if the affected currency shall be an Alternative Currency, require that all outstanding Eurocurrency Loans made by it in such currency be promptly prepaid, in which event all such Eurocurrency Loans shall be promptly prepaid In the event any Lender shall exercise its rights under clause subparagraph (i) or (ii) of this paragraph (a)above with respect to Eurocurrency Loans in US Dollars, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans Eurocurrency Loans, of such Lender shall instead be applied to repay the Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrowerreceipt.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Borrowers and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Eurocurrency 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 and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon where upon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or BA Equivalent Loan to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan, as applicable), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicablethe case may be, in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicable, Loans made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.14, a notice to the Lead U.S. Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan made by such Lender, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod then applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead such Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (x) any Change change after the Closing Date 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 a Lender to make or maintain a LIBO Eurodollar Loan or BA Equivalent Discount Rate Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Eurodollar Loan or BA Equivalent Discount Rate Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Eurodollar Loans or BA Equivalent Discount Rate Loans has become impracticable as a result of a contingency occurring after the date hereof Closing Date which adversely affects the London applicable interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other market, then, by written notice to the Lead BorrowerBorrowers, such Lender may (i) declare that LIBO Eurodollar Loans or BA Equivalent Discount Rate Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Borrowing or BA Equivalent Loan (A) Eurodollar Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn and, (B) a Domestic Prime Borrowing comprised of Discount Rate LoanLoans shall, as to such Lenders only, be deemed a request for a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBO Loans or BA Equivalent (A) Eurodollar Loans made by it be converted to Prime Rate ABR Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below, and (B) Discount Rate Loans made by it be converted to Canadian Prime Rate Loans, UK Swingline in which event all such Discount Rate Loans or U.S. Index shall be automatically converted to Canadian Prime Rate Loans, as applicable, Loans as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Eurodollar Loans or BA Equivalent Loans Discount Rate Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurodollar Loans or BA Equivalent Loans Discount Rate Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or Canadian Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicablethe case may be, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurodollar Loans or BA Equivalent Discount Rate Loans, as the case may be. (b) For purposes of this Section 2.242.17, a notice to the Lead Borrower Borrowers by any Lender pursuant to paragraph (a) above shall be effective, if lawful, and if any LIBO Eurodollar Loans or BA Equivalent Loans Discount Rate Loans, as the case may be, shall then be outstanding, on the last day of each the then-current Interest Period or Contract Period; and otherwise , otherwise, such notice shall be effective on the date of receipt by the Lead BorrowerBorrowers.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, 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 a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurodollar Loan, then, by written notice to the Lead BorrowerBorrower and to the Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans will Eurodollar Loans, as the case may be, shall not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers Borrower for a LIBO Borrowing Eurocurrency Loan or BA Equivalent Loan Borrowing Eurodollar Standby Borrowing, as the case may be, shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline Loan, as applicable, to the Borrower unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans Eurodollar Loans, as the case may be, made by it be converted to Prime Rate ABR Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Eurocurrency Loans or BA Equivalent Loans Eurodollar Loans, as the case may be, shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow (such conversion to be made, in the case of a Eurocurrency Loan, into dollars at the applicable Spot Exchange Rate). In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Eurodollar Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Eurodollar Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurocurrency Loans or BA Equivalent Eurodollar Loans. (b) For purposes of this Section 2.24Section, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan or Eurodollar Loan, as the case may be, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod then applicable to such Eurocurrency Loan or Eurodollar Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to any other provision herein, if, after the contrary contained elsewhere in this AgreementRestatement Effective Date, if (xi) any Change in Law shall make have made it unlawful for a any Lender to make or maintain a LIBO any LIBOR Loan, EURIBOR Loan or BA Equivalent Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent CDOR Loan or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that the making to make any LIBOR Loan, EURIBOR Loan or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketCDOR Loan, then, by written notice to the Lead Borrower, Company and to the Administrative Agent: (i) such Lender may (i) declare that LIBO LIBOR Loans or BA Equivalent EURIBOR Loans (in the affected currency or currencies) or CDOR Loan, as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO LIBOR Borrowing or BA Equivalent Loan EURIBOR Borrowing (in the affected currency or currencies) or a CDOR Borrowing, as the case may be, shall, as to such Lender only, be deemed (A) in the case of a request for a Domestic Prime Rate LoanLoan denominated in US Dollars, a Canadian Prime Rate Loan, a U.S. Index Rate request for an ABR Loan or (B) in the case of a UK Swingline Loanrequest for a Loan denominated in any other currency, as applicable, unless such declaration shall be subsequently to have been withdrawn; and and (ii) such Lender may require (A) that all outstanding LIBO affected LIBOR Loans or BA Equivalent Loans denominated in US Dollars made by it be converted to Prime Rate Loans, UK Swingline ABR Loans and (B) that all affected LIBOR Loans denominated in any other currency or U.S. Index Rate Loans, as applicableEURIBOR or CDOR Loans made by it be prepaid, in which event all such LIBO LIBOR Loans, EURIBOR Loans or BA Equivalent CDOR Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loansprepaid, as applicablethe case may be, in each case as of the effective dates date of such notice as provided in paragraph (b) belowof this Section. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO LIBOR Loans, EURIBOR Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent CDOR Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO LIBOR Loans, EURIBOR Loans or BA Equivalent CDOR Loans. (b) For purposes of this Section 2.24Section, a notice to the Lead Borrower Company by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each such Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerCompany.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain any Alternative Rate Loan denominated in a LIBO Loan or BA Equivalent Loan or particular Currency to give effect to its obligations as contemplated hereby with respect to a LIBO any Alternative Rate Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of denominated in such Lender in the London interbank market or such other marketCurrency, then, by written notice to the Lead Borrower, Borrower and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Alternative Rate Loans or BA Equivalent Loans denominated in such Currency 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 Alternative Rate Loans), whereupon any request by the Borrowers for a LIBO an Alternative Rate Borrowing denominated in such Currency (or to convert an ABR Borrowing to an Alternative Rate Borrowing or BA Equivalent to continue an Alternative Rate Borrowing for an additional Interest Period) shall, (x) in the case of a Loan Borrowing shalldenominated in Dollars as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such or to convert an Alternative Rate Loan into an ABR Loan), or (y) in the case of a Loan denominated in an Alternative Currency, as applicable, as to such Lender only, be deemed a request for a Domestic Prime COF Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Alternative Rate Loans made by it that are denominated in Euros, another Alternative Currency or Dollars be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index COF Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Alternative Rate Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index COF Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Alternative Rate Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Alternative Rate Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index COF Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Alternative Rate Loans. . Any such conversion of an Alternative Rate Loan under (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (ai) above shall be effectivesubject to Section 2.16. Notwithstanding the foregoing, if any LIBO in the case of Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt denominated in a particular Currency affected by the Lead Borrowercircumstances described in this Section, as promptly as practicable (but in no event later than three Business Days after the giving of the required notice by the Administrative Agent with respect to such circumstances), the Administrative Agent (in consultation with the affected Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a Substitute Rate may be agreed upon for the maintaining of existing Loans denominated in such Currency. If a Substitute Rate is agreed upon by the Borrower and any of the affected Lenders, such Substitute Rate shall apply with respect to the Loans of such Lenders denominated in such Currency. To the extent that a Substitute Rate is not so agreed upon by the Borrower with any affected Lenders within such time, each Alternative Rate Loan of such affected Lenders denominated in such Currency shall thereafter bear interest at the COF Rate.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if if, after the date hereof, (xi) any Change change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan participations in Letters of Credit denominated in an Alternative Currency, or shall make it unlawful for the Issuing Bank to issue Letters of Credit denominated in an Alternative Currency, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that the making to make Loans denominated in such Alternative Currency to, or continuance to issue Letters of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets Credit denominated in such Alternative Currency for the BA Rate or the position of such Lender in the London interbank market or such other marketaccount of, thena Borrower, then by prompt written notice thereof to the Lead Borrower, Borrowers and to the Administrative Agent (which notice shall be withdrawn whenever such circumstances no longer exist): (i) such Lender may (i) declare that LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies), as the case may be, 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 and Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing or BA Equivalent Loan Alternative Currency Borrowing (in the affected currency or currencies), as the case may be (or to convert an ABR Borrowing or a Borrowing comprised of Foreign Base Rate Loans to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing or an Alternative Currency Borrowing (in the affected currency or currencies), as the case may be, for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Loans denominated in Dollars) or a Domestic Prime Foreign Base Rate Loan (in the case of Loans denominated in an Alternative Currency) (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a Foreign Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and ; (ii) such Lender may require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies), as the case may be, made by it be converted to Prime ABR Loans (in the case of Eurocurrency Loans denominated in Dollars) or Foreign Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans(in the case of Loans denominated in an Alternative Currency), as applicablethe case may be, in which event all such LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies), as the case may be, shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Foreign Base Rate Loans, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) below; and (iii) in the case of any such change affecting the Issuing Bank's ability to issue, or any Revolving Credit Lender's ability to acquire participations in, Letters of Credit denominated in an Alternative Currency, the Issuing Bank or such Lender may declare that Letters of Credit will not thereafter be issued in the affected Alternative Currency or Currencies, whereupon the affected Alternative Currency or Currencies shall be deemed (for the duration of such declaration) not to constitute an Alternative Currency for purposes of the issuance of Letters of Credit. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Foreign Base Rate Loans, as applicablethe case may be, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans, as the case may be. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower Borrowers by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstandingeffective as to each Eurocurrency Loan made by such Lender, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan or within such earlier period required by law; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead applicable Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Loan in any currency or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan any Eurocurrency Loan, or BA Equivalent Loan or (y) at any time any Lender determines that shall limit the making or continuance convertibility into US Dollars of any of its LIBO Loans Alternative Currency (or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of make such Lender in the London interbank market or such other marketconversion commercially impracticable), then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans in the affected currency will not thereafter be made by such Lender hereunder, whereupon (A) if the affected currency shall be US Dollars, any request by the Borrowers for a LIBO Borrowing or BA Equivalent Eurocurrency Loan Borrowing in the affected currency shall, as to such Lender only, be deemed a request for a Domestic Prime Base Rate Loan, and (B) if the affected currency is an Alternative Currency, any request for a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicableEurocurrency Borrowing in such currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and and (ii) (A) if the affected currency shall be US Dollars, require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans in US Dollars made by it be converted to Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Eurocurrency Loans or BA Equivalent Loans in US Dollars shall be automatically converted to Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. , and (B) if the affected currency shall be an Alternative Currency, require that all outstanding Eurocurrency Loans made by it in such currency be promptly prepaid, in which event all such Eurocurrency Loans shall be promptly prepaid In the event any Lender shall exercise its rights under clause subparagraph (i) or (ii) of this paragraph (a)above with respect to Eurocurrency Loans in US Dollars, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans Eurocurrency Loans, of such Lender shall instead be applied to repay the Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines in good faith, or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders (as applicable) have determined in good faith, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Lead Borrower.Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment (in which case the Administrative Agent and the Borrowers may propose an alternative amendment subject to the same procedures). If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods), in which case any such outstanding Eurocurrency Loans shall be automatically converted into Base Rate Loans (subject to the succeeding clause (y)), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. As used above:

Change in Legality. (a) Notwithstanding anything to any other provision herein, if, after the contrary contained elsewhere in this Agreementdate hereof, if (xi) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Alternative Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan Alternative Currency Loan, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that the making to make Loans denominated in such Alternative Currency or continuance of to any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketBorrower, then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for such Alternative Currency Loans or Eurocurrency Competitive Loans and any request by the Borrowers a Borrower for a LIBO Eurocurrency Standby Borrowing or BA Equivalent Loan Alternative Currency Borrowing (in the affected currency or currencies or to the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline LoanLoan denominated in Dollars, as applicablethe case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, denominated in Dollars in which event all such LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower) shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, denominated in Dollars as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate LoansLoans denominated in Dollars, as applicablethe case may be, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurocurrency Loans or BA Equivalent LoansLoans denominated in Dollars, as the case may be. In the event any Alternative Currency Loan is converted into a Loan denominated in Dollars pursuant to this Section, (A) the principal amount of such Loan shall be deemed to be an amount equal to the Assigned Dollar Value of such Alternative Currency Loan determined based upon the applicable Spot Exchange Rate as of the Denomination Date for the Borrowing which includes such Alternative Currency Loan and (B) the applicable Borrower shall indemnify the Lender of such converted Alternative Currency Loan against any loss it sustains as a result of such conversion. (b) For purposes of this Section 2.242.14, a notice to the Lead Borrower Company by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerCompany.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementherein contained, if (x) any Regulatory Change in Law shall make it unlawful for a Lender any Bank to make or maintain a LIBO Loan or BA Equivalent any EurodollarTerm Benchmark Loan or to give effect to its obligations in respect of EurodollarTerm Benchmark Loans as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other markethereby, then, by prompt written notice to the Lead BorrowerCompany and to the Paying Agent, such Lender may Bank may: (i) declare that LIBO Loans or BA Equivalent EurodollarTerm Benchmark Loans will not thereafter be made by such Lender Bank hereunder, whereupon any request by the Borrowers for a LIBO Borrowing or BA Equivalent Loan Borrowing shall, as to Company shall be prohibited from requesting EurodollarTerm Benchmark Loans from such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, Bank hereunder unless such declaration shall be is subsequently withdrawn; and and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding EurodollarTerm Benchmark Loan, require that all outstanding LIBO EurodollarTerm Benchmark Loans or BA Equivalent Loans with such Interest Periods made by it be converted to Prime Rate Alternate Base Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event (A) all such LIBO Loans or BA Equivalent EurodollarTerm Benchmark Loans shall be automatically converted to Prime Rate Loans, UK Swingline Alternate Base Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause below and (iB) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO converted EurodollarTerm Benchmark Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Alternate Base Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, of such LIBO Loans or BA Equivalent EurodollarTerm Benchmark Loans. (b) For purposes of this Section 2.242.13, a notice to the Lead Borrower Company (with a copy to the Paying Agent) by any Lender Bank pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt thereof by the Lead BorrowerCompany. 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 EurodollarTerm Benchmark 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 EurodollarTerm Benchmark 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 anything to the contrary contained elsewhere in this Agreementherein contained, if (x) any Change change after the Closing Date 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 a any Lender to make or maintain a LIBO any Eurodollar Loan or BA Equivalent Reference Rate Loan or to give effect to its obligations to make Eurodollar Loans or Reference Rate Loans as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other markethereby, then, by written notice to the Lead BorrowerBorrower and to the Agent, such Lender may may: (i) declare that LIBO Eurodollar Loans or BA Equivalent and Reference Rate Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Borrowing Borrower shall be prohibited from requesting Eurodollar Loans or BA Equivalent Loan Borrowing shall, as to Reference Rate Loans from such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, hereunder unless such declaration is subsequently withdrawn (it being understood that such Lender shall be subsequently withdrawnwithdraw such declaration promptly in the event that any subsequent change in law or regulation makes it lawful for such Lender to make and maintain Eurodollar Loans and/or Reference Rate Loans); and and (ii) require that all outstanding LIBO Eurodollar Loans or BA Equivalent and/or Reference Rate Loans made by it be converted to Prime Rate Alternate Base Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event (A) all such LIBO Eurodollar Loans or BA Equivalent and/or Reference Rate Loans shall be automatically converted to Prime Rate Loans, UK Swingline Alternate Base Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause , (iB) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO converted Eurodollar Loans or BA Equivalent and/or Reference Rate Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Alternate Base Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion ofof such Eurodollar Loans and/or Reference Rate Loans, such LIBO and (C) no prepayment penalty or other premium shall be due related to any Eurodollar Loans or BA Equivalent Loansand/or Reference Rate Loans required to be converted. (b) For purposes of this Section 2.242.11(a) hereof, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans lawful, on the last day of the then current Interest Period or, if there are then two (2) or BA Equivalent Loans shall then be outstandingmore current Interest Periods, on the last day of each then-current such Interest Period, respectively; and otherwise otherwise, such notice shall be effective with respect to the Borrower on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Term SOFR Loan, Daily Simple SOFR Loan or BA Equivalent Term C▇▇▇▇ Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Term SOFR Loan, Daily Simple SOFR Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketTerm C▇▇▇▇ Loan, then, by written notice to the Lead Borrower, Borrower (which notice shall include documentation or information in reasonable detail supporting the conclusions in such notice) and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Term SOFR Loans, Daily Simple SOFR Loans and/or Term C▇▇▇▇ Loans in the affected currency or BA Equivalent Loans currencies 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 Term SOFR Loans or Daily Simple SOFR Loans and Canadian Base Rate Loans will not thereafter (for such duration) be converted into Term C▇▇▇▇ Loans), whereupon any request by the Borrowers for a LIBO Term SOFR Borrowing, Daily Simple SOFR Borrowing or BA Equivalent Term C▇▇▇▇ Borrowing (or to convert an ABR Borrowing to a Term SOFR Borrowing or Daily Simple SOFR Borrowing or a Canadian Base Rate Borrowing to a Term C▇▇▇▇ Borrowing or to maintain a Daily Simple SOFR Loan at Daily Simple SOFR or to continue a Term SOFR Borrowing as a Term SOFR Borrowing or a Term C▇▇▇▇ Borrowing as a Term C▇▇▇▇ Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a Domestic Prime Canadian Base Rate Loan (or a request to convert a Term SOFR Loan or a Daily Simple SOFR Loan into an ABR Loan or a Term C▇▇▇▇ Loan into a Canadian Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loanas the case may be), as applicable, unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that (x) all outstanding LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term C▇▇▇▇ Loans made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Canadian Base Rate Loans, as applicable, in which event all such LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term C▇▇▇▇ Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Canadian Base Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow and (y) cause the interest rate with respect to all outstanding Term C▇▇▇▇ Loans denominated in Canadian Dollars to be determined by an alternative rate mutually acceptable to the Borrower and the applicable Lenders. In the event any Lender shall exercise its rights under clause (i), (ii) or (iiiii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term C▇▇▇▇ Loans that would have been made by such Lender or the converted LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term C▇▇▇▇ Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Canadian Base Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term C▇▇▇▇ Loans. , as applicable. Any such conversion of a Term SOFR Loan, Daily Simple SOFR Loan or Term C▇▇▇▇ Loans under (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (ai) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrowersubject to Section 2.16.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in a)Notwithstanding any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent any Term SOFR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketTerm SOFR Loan, then, by written notice to the Lead Borrower, applicable Borrowers and to the Administrative Agent: (a) such Lender may (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans Term SOFR Loans, as applicable, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods) and Daily Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans or Term SOFR Loans, as applicable, whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing or BA Equivalent Loan Term SOFR Borrowing (or to convert a Daily Rate Borrowing to a Eurocurrency Borrowing or a Term SOFR Borrowing or to continue a Eurocurrency Borrowing or a Term SOFR Borrowing for an additional Interest Period), as applicable, shall, as to such Lender only, be deemed a request for a Domestic Prime Daily Rate Loan (or a request to continue a Daily Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan or a Term SOFR Loan into a Daily Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and and (iib) such Lender may require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans Term SOFR Loans, as applicable, made by it be converted to Prime Daily Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event DOCPROPERTY DPWPathText \* MERGEFORMAT #97135163v1 all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Daily Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Term SOFR Loans, as applicable, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Loans Term SOFR Loans, as applicable, of such Lender shall instead be applied to repay the Prime Daily Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower applicable Borrowers by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan or Term SOFR Loan, as applicable, made by such Lender, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod then applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrowersuch Borrowers.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (x) any law or Change in Law has or shall make it unlawful for a Lender to make or maintain a LIBO Loan or BA Equivalent Loan Relevant Rate or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan Relevant Rate or (y) at any time any Lender determines that the making or continuance of any of its LIBO Alternative Currency Loans in the affected currency or currencies or, in the case of Loans denominated in Dollars or Canadian Dollars, the making or continuance of, or conversion of, Term SOFR Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London SOFR or relevant interbank market or other relevant markets for the BA Rate or the position of such Lender in the London SOFR or relevant interbank market or such other market, then, by written notice to the Lead Borrower, such Lender may (i) declare that LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Term SOFR Borrowing, Alternative Currency Loan Borrowing or BA Equivalent Loan Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent Loans made by it be converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent Loans shall be automatically converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Term SOFR Loan, Daily Simple SOFR Loan or BA Equivalent Term ▇▇▇▇▇ Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Term SOFR Loan, Daily Simple SOFR Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketTerm ▇▇▇▇▇ Loan, then, by written notice to the Lead Borrower, Parent Borrower (which notice shall include documentation or information in reasonable detail supporting the conclusions in such notice) and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Term SOFR Loans, Daily Simple SOFR Loans and/or Term ▇▇▇▇▇ Loans in the affected currency or BA Equivalent Loans currencies 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 Term SOFR Loans or Daily Simple SOFR Loans and Canadian Base Rate Loans will not thereafter (for such duration) be converted into Term ▇▇▇▇▇ Loans), whereupon any request by the Borrowers for a LIBO Term SOFR Borrowing, Daily Simple SOFR Borrowing or BA Equivalent Term ▇▇▇▇▇ Borrowing (or to convert an ABR Borrowing to a Term SOFR Borrowing or Daily Simple SOFR Borrowing or a Canadian Base Rate Borrowing to a Term ▇▇▇▇▇ Borrowing or to maintain a Daily Simple SOFR Loan at Daily Simple SOFR or to continue a Term SOFR Borrowing as a Term SOFR Borrowing or a Term ▇▇▇▇▇ Borrowing as a Term ▇▇▇▇▇ Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a Domestic Prime Canadian Base Rate Loan (or a request to convert a Term SOFR Loan or a Daily Simple SOFR Loan into an ABR Loan or a Term ▇▇▇▇▇ Loan into a Canadian Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loanas the case may be), as applicable, unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that (x) all outstanding LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term ▇▇▇▇▇ Loans made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Canadian Base Rate Loans, as applicable, in which event all such LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term ▇▇▇▇▇ Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Canadian Base Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow and (y) cause the interest rate with respect to all outstanding Term ▇▇▇▇▇ Loans denominated in Canadian Dollars to be determined by an alternative rate mutually acceptable to the Parent Borrower and the applicable Lenders. In the event any Lender shall exercise its rights under clause (i), (ii) or (iiiii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term ▇▇▇▇▇ Loans that would have been made by such Lender or the converted LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term ▇▇▇▇▇ Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Canadian Base Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term ▇▇▇▇▇ Loans. , as applicable. Any such conversion of a Term SOFR Loan, Daily Simple SOFR Loan or Term ▇▇▇▇▇ Loans under (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (ai) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrowersubject to Section 2.16.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, if (x) 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 a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written or telecopy notice to the Lead BorrowerBorrower and to the Administrative Agent, such Lender may may: (i) declare that LIBO Loans or BA Equivalent Eurocurrency Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers Borrower for a LIBO Borrowing or BA Equivalent Loan Eurocurrency Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, without effect and void unless such declaration shall be subsequently withdrawn; and and (ii) require (if required by law to do so) that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be (A) in the case of Tranche A Loans, converted to Prime Rate CD Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline CD Loans or U.S. Index Rate Loans, as applicable, with an Interest Period selected by the Borrower as of the effective dates date of such notice as provided in paragraph (b) below, and (B) in the case of Tranche B Loans, converted to Loans on such terms, and bearing interest at such rate, as shall be agreed upon by the Borrower and such Lender pursuant to a good faith negotiation and as shall avoid such illegality or, if no such agreement shall be reached, repaid, in which event all such Eurocurrency Loans shall be so converted or shall become due and payable, as the case may be. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that 21 18 would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by of such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, of such LIBO Loans or BA Equivalent Eurocurrency Loans. The Borrower may in any event prepay any Loan resulting from the conversion of any Eurocurrency Loan under this Section within five Business Days after such conversion. (b) For purposes of this Section 2.242.11, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrower. (c) In the event that any Lender shall give Borrower any notice contemplated by, or exercise its rights under, this Section the Borrower may at any time repay any outstanding Loans of such Lender (together with all accrued interest, if any), 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 2.12 and 2.16.

Change in Legality. (ai) Notwithstanding anything to any other provision herein, if, after the contrary contained elsewhere in this Agreementdate hereof, if (xi) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Alternative Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan Alternative Currency Loan, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that the making to make Loans denominated in such Alternative Currency or continuance of to any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketBorrower, then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (iii) declare that LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for such Alternative Currency Loans or Eurocurrency Competitive Loans and any request by the Borrowers a Borrower for a LIBO Eurocurrency Standby Borrowing or BA Equivalent Loan Alternative Currency Borrowing (in the affected currency or currencies or to the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline LoanLoan denominated in Dollars, as applicablethe case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and and (iiiii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, denominated in Dollars in which event all such LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower) shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, denominated in Dollars as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate LoansLoans denominated in Dollars, as applicablethe case may be, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurocurrency Loans or BA Equivalent Loans. Loans denominated in Dollars, as the case may be. In the event any Alternative Currency Loan is converted into a Loan denominated in Dollars pursuant to this Section, (bA) For purposes the principal amount of this Section 2.24, a notice such Loan shall be deemed to be an amount equal to the Lead Assigned Dollar Value of such Alternative Currency Loan determined based upon the applicable Spot Exchange Rate as of the Denomination Date for the Borrowing which includes such Alternative Currency Loan and (B) the applicable Borrower by shall indemnify the Lender of such converted Alternative Currency Loan against any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day loss it sustains as a result of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrowerconversion.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) 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 a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Borrowers and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Eurocurrency 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 and Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing or BA Equivalent a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or Foreign Base Rate Loans (in the case of Alternative Currency Loans) (or a Domestic Prime request to continue an ABR Loan or a Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a Foreign Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime ABR Loans (in the case of Dollar Loans) or Foreign Base Rate Loans (in the case of Alternative Currency Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, ) in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline such ABR Loans or U.S. Index Foreign Base Rate Loans, as applicable, Loans as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower Terex by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan made by such Lender, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerTerex.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, 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 a any Lender or any of its Affiliates to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Loans or BA Equivalent Eurocurrency Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, and any request by the Borrowers for a LIBO Borrowing or BA Equivalent Eurocurrency Revolving Loan Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate an ABR Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans denominated in Dollars made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicableand that all outstanding Eurocurrency Loans denominated in the affected Non-US Currency be promptly prepaid, in which event all such LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow and all such Non-US Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above with respect to Eurocurrency Loans, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans Eurocurrency Loans, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrowerreceipt.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere herein contained, if, after the Closing Date, any change in this Agreement, if (x) any Change 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 a any Lender to make make, maintain or maintain a LIBO Loan or BA Equivalent fund any LIBOR Loan or to give effect to its obligations as contemplated hereby with respect hereby, or to a LIBO Loan determine or BA Equivalent Loan charge interest rates based upon LIBOR, or (y) at any time any Lender determines that Governmental Authority has imposed material restrictions on the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Optional Currency in the London applicable interbank market or such other market, then, by written notice to the Lead BorrowerBorrower and to the Administrative Agent, such Lender may may: (i) declare that LIBO LIBOR Loans in the affected currency or BA Equivalent Loans currencies will not thereafter be made by such Lender hereunderhereunder (nor, in the case of LIBOR Loans in Dollars, will such Lender convert ABR Loans to LIBOR Loans), whereupon any request by the Borrowers for a LIBO Borrowing or BA Equivalent Loan Borrowing shall, as to such Lender only, be deemed shall not submit a Competitive Bid in response to a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan LIBOR Competitive Loans and the Borrower and any Subsidiary Borrower shall be prohibited from requesting LIBOR Revolving Credit Loans from such Lender hereunder in such affected currency or a UK Swingline Loan, as applicable, currencies unless such declaration shall be is subsequently withdrawn; withdrawn and (ii) require that all outstanding LIBO if such notice asserts the illegality of such Lender making or maintaining ABR Loans or BA Equivalent Loans made the interest rate on which is determined by it be converted reference to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Loans shall be automatically converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as the LIBOR component of the effective dates of such notice as provided in paragraph (b) below. In Alternate Base Rate, request that the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal interest rate on which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent ABR Loans of such Lender shall instead shall, if necessary to avoid such illegality, be applied determined by the Administrative Agent without reference to repay the Prime LIBOR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists; and (ii) (x) demand the Borrower or relevant Subsidiary Borrower prepay or, if applicable and such Loans are denominated in Dollars, convert all LIBOR Loans of such Lender to ABR Loans (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 LIBOR component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon LIBOR, request that the Administrative Agent, during the period of such suspension, compute the Alternate Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made applicable to such Lender without reference to the LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Loanscharge interest rates based upon LIBOR. (b) For purposes of this Section 2.242.18, a notice to the Lead Borrower by any Lender pursuant to paragraph (aSection 2.18(a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt thereof by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (x) any law or Change in Law has or shall make it unlawful for a Lender to make or maintain a LIBO Loan or BA Equivalent Loan Relevant Rate or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan Relevant Rate or (y) at any time any Lender determines that the making or continuance of any of its LIBO Alternative Currency Loans in the affected currency or currencies or, in the case of Loans denominated in Dollars or Canadian Dollars, the making or continuance of, or conversion of, Term SOFR Loans or BA Equivalent EquivalentTerm ▇▇▇▇▇ Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London SOFR, ▇▇▇▇▇ or relevant interbank market or other relevant markets for the BA Rate or the position of such Lender in the London SOFR, ▇▇▇▇▇ or relevant interbank market or such other market, then, by written notice to the Lead Borrower, such Lender may (i) declare that LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent EquivalentTerm ▇▇▇▇▇ Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Term SOFR Borrowing, Alternative Currency Loan Borrowing or BA Equivalent Loan LoanTerm ▇▇▇▇▇ Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent EquivalentTerm ▇▇▇▇▇ Loans made by it be converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent EquivalentTerm ▇▇▇▇▇ Loans shall be automatically converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent EquivalentTerm ▇▇▇▇▇ Loans that would have been made by such Lender or the converted LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent EquivalentTerm ▇▇▇▇▇ Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent EquivalentTerm ▇▇▇▇▇ Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Term SOFR Loans, Alternative Currency Loans or BA Equivalent EquivalentTerm ▇▇▇▇▇ Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Borrowers and to the Applicable Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Eurocurrency 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 and EBR Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing or BA Equivalent Loan an EBR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline an EBR Loan, as applicablethe case may be (or a request to continue an ABR Loan or an EBR Loan, as the case may be, as such, or to convert a Eurocurrency Loan into an ABR Loan or an EBR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime Rate Loans, UK Swingline ABR Loans (if denominated in Dollars) or U.S. Index Rate Loans, as applicableEBR Loans (if denominated in a Designated Foreign Currency), in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate EBR Loans, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, and EBR Loans made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. 0 Notwithstanding any other provision herein, if, after the date hereof, (a) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (xi) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Alternative Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan Alternative Currency Loan, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that the making to make Loans denominated in such Alternative Currency or continuance of to any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketBorrower, then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for such Alternative Currency Loans or Eurocurrency Competitive Loans and any request by the Borrowers a Borrower for a LIBO Eurocurrency Standby Borrowing or BA Equivalent Loan Alternative Currency Borrowing (in the affected currency or currencies or to the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline LoanLoan denominated in Dollars, as applicablethe case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, denominated in Dollars in which event all such LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower) shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, denominated in Dollars as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate LoansLoans denominated in Dollars, as applicablethe case may be, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurocurrency Loans or BA Equivalent Loans. Loans denominated in Dollars, as the case may be. In the event any Alternative Currency Loan is converted into a Loan denominated in Dollars pursuant to this Section, (bA) For purposes the principal amount of this Section 2.24, a notice such Loan shall be deemed to be an amount equal to the Lead Assigned Dollar Value of such Alternative Currency Loan determined based upon the applicable Spot Exchange Rate as of the Denomination Date for the Borrowing which includes such Alternative Currency Loan and (B) the applicable Borrower by shall indemnify the Lender of such converted Alternative Currency Loan against any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day loss it sustains as a result of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrowerconversion.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementherein contained, 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 a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurodollar Loan or to give effect to its obligations as contemplated hereby with in respect to a LIBO Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurodollar Borrowing contemplated hereby, then, by written notice to the Lead BorrowerAgent, such Lender may may: (i) declare that LIBO Loans or BA Equivalent Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers any Borrower for a LIBO Borrowing or BA Equivalent Loan Eurodollar Borrowing shall, as to such Lender only, be deemed a request for a Domestic an Alternate Base or the Comerica Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline LoanRate, as applicable, Rate Loan unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Loans or BA Equivalent Eurodollar Loans made by it be converted to Prime Alternate Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Eurodollar Loans shall be automatically converted to Alternate Base Rate Loans if Acquisition Loans and to Comerica Prime Rate Loans if Floor Plan Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurodollar Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurodollar Loans of such Lender shall instead be applied to repay the Alternate Base Rate Loans if Acquisition Loans and to Comerica Prime Rate Loans if Floor Plan Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurodollar Loans; provided, however, the Alternate Base Rate Loans or BA Equivalent LoansComerica Prime Rate Loans resulting from the conversion of such Eurodollar Loans shall be prepayable only at the times the converted Eurodollar Loans would have been prepayable, notwithstanding the provisions of Section 5.7(a). (b) For purposes of this Section 2.245.9(a), a notice to the Lead Borrower Agent by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurodollar Loan, if any LIBO Loans lawful, on the last day of the then-current Interest Period or, if there are then two (2) or BA Equivalent Loans shall then be outstandingmore current Interest Periods, on the last day of each then-current such Interest Period, respectively; and otherwise otherwise, such notice shall be effective on the date of receipt by the Lead BorrowerAgent.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful unlawful, or any Governmental Authority has asserted that it is unlawful, for a any Lender to make or maintain a LIBO any Eurocurrency 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 (yother than (i) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other market, then, by written notice to the Lead Borrower, such Lender may (i) declare that LIBO Loans or BA Equivalent Loans Eurocurrency Loans, as the case may be, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods andsuch notice, an “Illegality Notice”), (a) any obligation of such Lender to make or continue SOFR Loans or to convert ABR Loans andor U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or BA Equivalent Loan to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loananto SOFR Loans shall be suspended, a Canadian Prime Rate Loan, and (b) if such notice asserts the illegality of such Lender making or maintaining ABR Loans or a U.S. Index Base Rate Loans (or a request to continue an ABR Loan the interest rate on which is determined by reference to the Term SOFR component of Alternate Base Rate or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an, the interest rate on which ABR Loans or a UK Swingline Loan, as applicableU.S. Base Rate Loans), unless such declaration shall be subsequently withdrawn; and of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of Alternate Base Rate or U.S. Base Rate, in each case, until (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted convertednotifies the Administrative Agent and the Borrowers that the circumstances giving rise to Prime Rate Loanssuch determination no longer exist. Upon receipt of an Illegality Notice, UK Swingline the Borrowers shall prepay or, if applicable, convert all SOFR Loans to ABR Loans or U.S. Index Base Rate Loans, as applicable(the case may be, in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline tointerest rate on which ABR Loans or U.S. Index Base Rate Loans, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) below. In shall, if necessary to avoid such illegality, be determined by the event any Lender shall exercise its rights under clause (i) Administrative Agent without reference to the Term SOFR component of Alternate Base Rate or (ii) of this paragraph (aU.S. Base Rate), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, either on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loan to such day, or immediately, if all affected Lenders may not lawfully continue to maintain such SOFR Loan, in each then-current Interest Period; and otherwise case, until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such notice Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such prepayment or conversion following receipt of an Illegality Notice, the Borrower shall be effective also pay accrued interest on the date of receipt by the Lead Borrower.amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.13 and Section

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Eurocurrency Rate Loan (whether denominated in US Dollars or any Alternate Currency), any S▇▇▇▇ Loan or BA Equivalent any CDOR Rate Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Rate Loan (whether denominated in US Dollars or any Alternate Currency), any S▇▇▇▇ Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA CDOR Rate or the position of such Lender in the London interbank market or such other marketLoan, then, by written notice to the Lead Borrower, Borrower and to the Administrative Agent: (i) such Lender may declare (iA) declare that LIBO Eurocurrency Rate Loans or BA Equivalent Loans in the affected currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods) and, if the affected currency is US Dollars, ABR Loans will not thereafter (for such duration) be converted into Eurocurrency Loans and (B) if the affected currency is Sterling, that S▇▇▇▇ Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder and (C) if the affected currency is Canadian Dollars, that CDOR Rate Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and, Canadian Prime Rate Loans will not thereafter (for such duration) be converted into CDOR Rate Loans, in each case, whereupon any request by the Borrowers for a LIBO Eurocurrency Rate Borrowing in the affected currency, a S▇▇▇▇ Borrowing or BA Equivalent Loan CDOR Rate Borrowing (or (x) in the case of a Borrowing of US Dollar-Denominated Loans if US Dollars are the affected currency, convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period and (y) in the case of a Borrowing of Canadian Dollar-Denominated WEIL:\96480003\20\34471.0013 Loans if Canadian Dollars are the affected currency, convert a Canadian Prime Rate Borrowing to a CDOR Rate Borrowing or to continue a CDOR Rate Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate (x) in the case of US Dollar-Denominated Loans if the affected currency is US Dollars, an ABR Loan, (y), in the case of Canadian Dollar-Denominated Loans if the affected currency is Canadian Dollars, a Canadian Prime Rate LoanLoan or (z) in the case of Alternate Currency-Denominated Loans if the affected currency is an Alternate Currency, a U.S. Index Rate Loan or a UK Swingline Loanin such currency bearing interest at an alternative interest rate mutually acceptable to the Borrower and such Lender, as applicablein each case, unless such declaration shall be subsequently withdrawn; and ; (ii) such Lender may require that (A) if US Dollars is the affected currency, all outstanding LIBO Loans or BA Equivalent Eurodollar Loans made by it such Lender shall be converted to ABR Loans, (B) if Canadian Dollars is the affected currency, all outstanding CDOR Rate Loans made by such Lender shall be converted to Canadian Prime Rate LoansLoans and (C) if an Alternate Currency (other than Canadian Dollars) is the affected currency, UK Swingline such Loans or U.S. Index Rate Loans, as applicabledenominated in such currency convert to Loans bearing interest at an alternative rate mutually acceptable to the Borrower and such Lender, in which event all such LIBO Loans or BA Equivalent Loans shall be automatically so converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below; and (iii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists (which notice such Lender agrees to give promptly). In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans Eurocurrency Rate Loans, S▇▇▇▇ Loan or BA Equivalent Loans CDOR Rate Loans, as applicable, that would have been made by such Lender or the converted LIBO Eurocurrency Rate Loans or BA Equivalent Loans CDOR Rate Loans, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurocurrency Rate Loans or BA Equivalent CDOR Rate Loans, as applicable. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) 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 a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Company and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Eurocurrency 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 and Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing or BA Equivalent a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or Foreign Base Rate Loans (in the case of Alternative Currency Swingline Loans) (or a Domestic Prime request to continue an ABR Loan or a Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a Foreign Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime ABR Loans (in the case of Dollar Loans) or Foreign Base Rate Loans (in the case of Alternative Currency Swingline Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, ) in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline such ABR Loans or U.S. Index Foreign Base Rate Loans, as applicable, Loans as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower Company by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan made by such Lender, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to any such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerCompany.

Change in Legality. (a) Notwithstanding anything to any other provision herein, if, after the contrary contained elsewhere in this Agreementdate hereof, if (xi) 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 a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Alternative Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan Alternative Currency Loan, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that the making to make Loans denominated in such Alternative Currency or continuance of to any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketBorrower, 46 40 then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for such Alternative Currency Loans or Eurocurrency Competitive Loans and any request by the Borrowers a Borrower for a LIBO Eurocurrency Standby Borrowing or BA Equivalent Loan Alternative Currency Borrowing (in the affected currency or currencies or to the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline LoanLoan denominated in Dollars, as applicablethe case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, denominated in Dollars in which event all such LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower) shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, denominated in Dollars as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate LoansLoans denominated in Dollars, as applicablethe case may be, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurocurrency Loans or BA Equivalent LoansLoans denominated in Dollars, as the case may be. In the event any Alternative Currency Loan is converted into a Loan denominated in Dollars pursuant to this Section, (A) the principal amount of such Loan shall be deemed to be an amount equal to the Assigned Dollar Value of such 47 41 Alternative Currency Loan determined based upon the applicable Spot Exchange Rate as of the Denomination Date for the Borrowing which includes such Alternative Currency Loan and (B) the applicable Borrower shall indemnify the Lender of such converted Alternative Currency Loan against any loss it sustains as a result of such conversion. (b) For purposes of this Section 2.242.14, a notice to the Lead Borrower Company by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerCompany.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) if, after the Restatement 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 a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Borrowers and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Eurocurrency 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 and Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing or BA Equivalent a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or Foreign Base Rate Loans (in the case of Alternative Currency Loans) (or a Domestic Prime request to continue an ABR Loan or a Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a Foreign Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime ABR Loans (in the case of Dollar Loans) or Foreign Base Rate Loans (in the case of Alternative Currency Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, ) in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline such ABR Loans or U.S. Index Foreign Base Rate Loans, as applicable, Loans as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to any other provision herein, if, after the contrary contained elsewhere in this AgreementClosing Date, if (xi) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any LIBOR Loan, EURIBOR Loan or BA Equivalent Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent CDOR Loan or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that the making to make any LIBOR Loan, EURIBOR Loan or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketCDOR Loan, then, by written notice to the Lead Borrower, Company and to the Administrative Agent: (i) such Lender may (i) declare that LIBO LIBOR Loans or BA Equivalent EURIBOR Loans (in the affected currency or currencies) or CDOR Loan, as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO LIBOR Borrowing or BA Equivalent Loan EURIBOR Borrowing (in the affected currency or currencies) or a CDOR Borrowing, as the case may be, shall, as to such Lender only, be deemed (A) in the case of a request for a Domestic Prime Rate LoanLoan denominated in US Dollars, a Canadian Prime Rate Loan, a U.S. Index Rate request for an ABR Loan or (B) in the case of a UK Swingline Loanrequest for a Loan denominated in any other currency, as applicable, unless such declaration shall be subsequently to have been withdrawn; and and (ii) such Lender may require (A) that all outstanding LIBO affected LIBOR Loans or BA Equivalent Loans denominated in US Dollars made by it be converted to Prime Rate Loans, UK Swingline ABR Loans and (B) that all affected LIBOR Loans denominated in any other currency or U.S. Index Rate Loans, as applicableEURIBOR or CDOR Loans made by it be prepaid, in which event all such LIBO LIBOR Loans, EURIBOR Loans or BA Equivalent CDOR Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loansprepaid, as applicablethe case may be, in each case as of the effective dates date of such notice as provided in paragraph (b) belowof this Section. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO LIBOR Loans, EURIBOR Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent CDOR Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO LIBOR Loans, EURIBOR Loans or BA Equivalent CDOR Loans. (b) For purposes of this Section 2.24Section, a notice to the Lead Borrower Company by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each such Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerCompany.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any SOFR Loan, EURIBOR Loan, any ▇▇▇▇▇ Loan or BA Equivalent any ▇▇▇▇▇ Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any SOFR Loan, EURIBOR Loan, any ▇▇▇▇▇ Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other market▇▇▇▇▇ Loan, then, by written notice to the Lead Borrower, Borrower and to the Administrative Agent: (i) such Lender may declare (iA) declare that LIBO Loans or BA Equivalent SOFR Loans will not thereafter (for the duration of such unlawfulness) be made by such ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into SOFR Loans, (B) that EURIBOR Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods), (C) if the affected currency is ▇▇▇▇▇▇▇▇, that ▇▇▇▇▇ Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder and (D) if the affected currency is Canadian Dollars, that ▇▇▇▇▇ Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and, Canadian Prime Rate Loans will not thereafter (for such duration) be converted into ▇▇▇▇▇ Loans, in each case, whereupon any request by the Borrowers for a LIBO SOFR Borrowing, EURIBOR Borrowing, a ▇▇▇▇▇ Borrowing or BA Equivalent Loan ▇▇▇▇▇ Borrowing (or (x) in the case of a Borrowing of US Dollar-Denominated Loans 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 and (y) in the case of a Borrowing of Canadian Dollar-Denominated Loans if Canadian Dollars are the affected currency, convert a Canadian Prime Rate Borrowing to a ▇▇▇▇▇ Borrowing or to continue a ▇▇▇▇▇ Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate (x) in the case of US Dollar-Denominated Loans if the affected currency is US Dollars, an ABR Loan, (y), in the case of Canadian Dollar-Denominated Loans if the affected currency is Canadian Dollars, a Canadian Prime Rate LoanLoan or (z) in the case of Alternate Currency-Denominated Loans if the affected currency is an Alternate Currency, a U.S. Index Rate Loan or a UK Swingline Loanin such currency bearing interest at an alternative interest rate mutually acceptable to the Borrower and such Lender, as applicablein each case, unless such declaration shall be subsequently withdrawn; and ; (ii) such Lender may require that (A) if US Dollars is the affected currency, all outstanding LIBO Loans or BA Equivalent SOFR Loans made by it such Lender shall be converted to ABR Loans, (B) if Canadian Dollars is the affected currency, all outstanding ▇▇▇▇▇ Loans made by such Lender shall be converted to Canadian Prime Rate LoansLoans and (C) if an Alternate Currency (other than Canadian Dollars) is the affected currency, UK Swingline such Loans or U.S. Index Rate Loans, as applicabledenominated in such currency convert to Loans bearing interest at an alternative rate mutually acceptable to the Borrower and such Lender, in which event all such LIBO Loans or BA Equivalent Loans shall be automatically so converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below; and (iii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to Adjusted Term SOFR component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to Adjusted Term SOFR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists (which notice such ▇▇▇▇▇▇ agrees to give promptly). In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans SOFR Loans, EURIBOR Loans, ▇▇▇▇▇ Loan or BA Equivalent Loans ▇▇▇▇▇ Loans, as applicable, that would have been made by such Lender or the converted LIBO SOFR Loans, EURIBOR Loans or BA Equivalent Loans ▇▇▇▇▇ Loans, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO SOFR Loans, EURIBOR Loans or BA Equivalent ▇▇▇▇▇ Loans, as applicable. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) 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 a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, and such Lender and the applicable Borrower shall not have agreed upon a LIBO Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency solution to such illegality after good faith negotiations occurring after prior to the date hereof on which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender change in the London interbank market or such other marketlaw is given effect, then, by written notice to IMS and to the Lead Borrower, Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent 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 the Borrowers for a LIBO Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or BA Equivalent Loan to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a an ABR Loan to the U.S. Index Rate Loan Borrower (or a UK Swingline Loanrequest to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan to the U.S. Borrower, as applicablethe case may be) or, at the option of the applicable Borrower exercisable prior to the time on which such Loan is required to be made, shall be withdrawn, unless such declaration shall be subsequently withdrawn; and and (ii) in the event the continuance or maintenance of any Eurodollar Loan by a Lender would result in a violation of applicable law, such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurodollar Loans made by it such Lender be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicableprepaid, in which event all such LIBO Eurodollar Loans or BA Equivalent Loans comprising Domestic Borrowings shall be automatically converted to Prime Rate LoansABR Loans and all such Eurodollar Loans comprising Foreign Revolving Borrowings shall be prepaid by the applicable Borrower, UK Swingline Loans or U.S. Index Rate Loans, as applicablein each case, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurodollar Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurodollar Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurodollar Loans. (b) For purposes of this Section 2.242.13, a notice to the Lead Borrower IMS by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurodollar Loan made by such Lender, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurodollar Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerIMS.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, 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 a Lender any Bank to make or maintain a LIBO Loan or BA Equivalent any Eurodollar 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurodollar Loan, then, by written or telecopy notice to the Lead BorrowerBorrower and to the Agent, such Lender may Bank may: (i) declare that LIBO Loans or BA Equivalent Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon any request by the Borrowers Borrower for a LIBO Borrowing or BA Equivalent Loan Eurodollar Borrowing shall, as to such Lender Bank only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Base Rate Loan or a UK Swingline Loan, Fixed Rate Loan as applicablethe Borrower may elect following receipt of notice from the Agent that a Eurodollar Loan is unavailable, unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Loans or BA Equivalent Eurodollar Loans made by it be converted to Prime Base Rate Loans, UK Swingline Loans or U.S. Index Fixed Rate Loans, Loans as applicablethe Borrower may elect following receipt of notice from the Agent that Eurodollar Loans are no longer unavailable, in which event all such LIBO Loans or BA Equivalent Eurodollar Loans shall be automatically converted to Prime Base Rate Loans, UK Swingline Loans or U.S. Index Fixed Rate Loans, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender Bank shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurodollar Loans that would have been made by such Lender Bank or the converted LIBO Loans or BA Equivalent Eurodollar Loans of such Lender Bank shall instead be applied to repay the Prime Base Rate Loans, UK Swingline Loans or U.S. Index Fixed Rate Loans, as applicablethe case may be, made by such Lender or UK Swingline Lender, as applicable, Bank in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurodollar Loans. (b) For purposes of this Section 2.242.13, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above Bank shall be effectiveeffective as to each Eurodollar Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurodollar Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) 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 a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Loan denominated in Dollars or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Borrower and to the Paying Agent: (i) such Lender may (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans denominated in Dollars will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional Interest Periods and Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing denominated in Dollars (or to convert a Base Rate Borrowing to a Eurocurrency Borrowing or BA Equivalent Loan to continue a Eurocurrency Borrowing denominated in Dollars for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Base Rate Loan (or a request to continue a Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into a Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, the case may be) unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans denominated in Dollars made by it be converted to Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, if (x) any Change in Law shall make it unlawful for a any Lender or its Applicable Lending Office to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Foreign Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Foreign Currency Loan or (y) at any time any Lender determines that shall limit the making or continuance convertibility of any of its LIBO Loans Eligible Currency into Dollars (or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of make such Lender in the London interbank market or such other marketconversion commercially impracticable), then, by written notice to Anixter and to the Lead BorrowerAdministrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Foreign Currency Loans in any affected currency will not thereafter be made by such Lender hereunder, whereupon (A) if Eurocurrency Loans denominated in Dollars shall be affected, such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans, and (B) any request by the Borrowers any Borrower for a LIBO Borrowing Eurocurrency Loans or BA Equivalent Loan Borrowing Foreign Currency Loans in an affected currency shall, as to such Lender only, (x) in the case of a request for Eurocurrency Loans denominated in Dollars, be deemed a request for a Domestic Prime Rate Loanan ABR Loan in Dollars and (y) in any other case, a Canadian Prime Rate Loanbe of no force or effect; unless, a U.S. Index Rate Loan or a UK Swingline Loanin each case, as applicable, unless such declaration shall be subsequently withdrawn; and and (ii) require promptly upon becoming aware of a prospective Change in Law enter into negotiations with Anixter and negotiate in good faith to agree to a solution to such illegality, limitation or impracticability; provided, however, that all if such an agreement has not been reached by the date at which such Change in Law makes unlawful the outstanding LIBO Eurocurrency Loans or BA Equivalent Foreign Currency Loans made of such Lender, such affected Loans shall immediately be prepaid by it such Borrower or, if denominated in Dollars, shall be converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Loans shall be automatically converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent ABR Loans. (b) In the event that a Lender determines at any time following its giving of a notice referred to in Section 2.14(a) that such Lender may lawfully make Eurocurrency Loans, such Lender shall promptly notify (by teletransmission or by telephone promptly confirmed in writing) the applicable Borrower and the Administrative Agent of that determination, whereupon such Borrower's right to request of the Lenders and the Lenders' obligation to make Eurocurrency Loans shall be restored. The Administrative Agent shall promptly forward any such notice it receives to the Lenders. (c) For purposes of this Section 2.242.14, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrowerreceipt.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere herein contained, if, after the Closing Date, any change in this Agreement, if (x) any Change 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 a any Lender to make make, maintain or maintain a LIBO Loan fund or BA Equivalent charge interest with respect to any Loan or to give effect to its obligations as contemplated hereby with respect hereby, or to a LIBO Loan determine or BA Equivalent Loan charge interest rates based upon LIBOR, or (y) at any time any Lender determines that Governmental Authority has imposed material restrictions on the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market or such other market, then, by written notice to the Lead BorrowerBorrower and to the Administrative Agent: (i) (x) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such LIBOR Loan or to make or continue LIBOR Loans or to convert ABR Loans to LIBOR Loans, shall be suspended, whereupon the Borrower shall be prohibited from requesting LIBOR Loans from such Lender hereunder in such affected currency or currencies unless such notice is subsequently withdrawn and (y) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBOR component of the Alternate Base Rate, such Lender may (i) declare request that LIBO Loans or BA Equivalent Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Borrowing or BA Equivalent Loan Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBO Loans or BA Equivalent Loans made by it be converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in interest rate on which event all such LIBO Loans or BA Equivalent Loans shall be automatically converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent ABR Loans of such Lender shall instead shall, if necessary to avoid such illegality, be applied determined by the Administrative Agent without reference to repay the Prime Rate LoansLIBOR component of the Alternate Base Rate, UK Swingline Loans or U.S. Index Rate Loansin each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists; and (ii) (x) such Lender may demand the Borrower prepay or, as if applicable, made convert all LIBOR Loans of such Lender to ABR Loans (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 LIBOR component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon LIBOR, such Lender may request that the Administrative Agent, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Loanscharge interest rates based upon LIBOR. (b) For purposes of this Section 2.242.18, a notice to the Lead Borrower by any Lender pursuant to paragraph (aSection 2.18(a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt thereof by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) 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 a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Company and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunderhereunder (or be continued for additional -33- 40 Interest Periods and ABR Loans and Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing or BA Equivalent a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or Foreign Base Rate Loans (in the case of Alternative Currency Swingline Loans) (or a Domestic Prime request to continue an ABR Loan or a Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a Foreign Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime ABR Loans (in the case of Dollar Loans) or Foreign Base Rate Loans (in the case of Alternative Currency Swingline Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, ) in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline such ABR Loans or U.S. Index Foreign Base Rate Loans, as applicable, Loans as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower Company by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan made by such Lender, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to any such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerCompany.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Term SOFR Loan, Daily Simple SOFR Loan or BA Equivalent Term ▇▇▇▇▇ Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Term SOFR Loan, Daily Simple SOFR Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketTerm ▇▇▇▇▇ Loan, then, by written notice to the Lead Borrower, Parent Borrower (which notice shall include documentation or information in reasonable detail supporting the conclusions in such notice) and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Term SOFR Loans, Daily Simple SOFR Loans and/or Term ▇▇▇▇▇ Loans in the affected currency or BA Equivalent Loans currencies 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 Term SOFR Loans or Daily Simple SOFR Loans and Canadian Base Rate Loans will not thereafter (for such duration) be converted into Term ▇▇▇▇▇ Loans), whereupon any request by the Borrowers for a LIBO Term SOFR Borrowing, Daily Simple SOFR Borrowing or BA Equivalent Term ▇▇▇▇▇ Borrowing (or to convert an ABR Borrowing to a Term SOFR Borrowing or Daily Simple SOFR Borrowing or a Canadian Base Rate Borrowing to a Term ▇▇▇▇▇ Borrowing or to maintain a Daily Simple SOFR Loan at Daily Simple SOFR or to continue a Term SOFR Borrowing as a Term SOFR Borrowing or a Term ▇▇▇▇▇ Borrowing as a Term ▇▇▇▇▇ Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a Domestic Prime Canadian Base Rate Loan (or a request to convert a Term SOFR Loan or a Daily Simple SOFR Loan into an ABR Loan or a Term ▇▇▇▇▇ Loan into a Canadian Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loanas the case may be), as applicable, unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that (x) all outstanding LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term ▇▇▇▇▇ Loans made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Canadian Base Rate Loans, as applicable, in which event all such LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term ▇▇▇▇▇ Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Canadian Base Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow and (y) cause the interest rate with respect to all outstanding Term ▇▇▇▇▇ Loans denominated in Canadian Dollars to be determined by an alternative rate mutually acceptable to the Parent Borrower and the applicable Lenders. In the event any Lender shall exercise its rights under clause (i), (ii) or (iiiii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term ▇▇▇▇▇ Loans that would have been made by such Lender or the converted LIBO Term SOFR US-DOCS\155682452.9 Loans, Daily Simple SOFR Loans or BA Equivalent Term ▇▇▇▇▇ Loans of such Lender shall instead be applied to repay US-DOCS\155682452.9 the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Canadian Base Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Term SOFR Loans, Daily Simple SOFR Loans or BA Equivalent Term ▇▇▇▇▇ Loans. , as applicable. Any such conversion of a Term SOFR Loan, Daily Simple SOFR Loan or Term ▇▇▇▇▇ Loans under (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (ai) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrowersubject to Section 2.16.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, 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 or any of its Affiliates which shall be party to a Lender Local Currency Addendum to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Local Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan Local Currency Loan, or (y) at any time any Lender determines that shall limit the making or continuance convertibility into Dollars of any of its LIBO Loans Local Currency (or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of make such Lender in the London interbank market or such other marketconversion commercially impracticable), then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans in any affected Local Currency will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, any request by the Borrowers for a LIBO Borrowing or BA Equivalent Eurocurrency Standby Loan Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate an ABR Loan, and any request for a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicableLocal Currency Borrowing in such Local Currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicableand that all outstanding Local Currency Loans made by it in the affected Local Currency be promptly prepaid, in which event all such LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow and all such Local Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under clause subparagraph (i) or (ii) of this paragraph (a)above with respect to Eurocurrency Loans in Dollars, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans Eurocurrency Loans, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.Eurocurrency

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Term SOFR Loan or BA Equivalent CDOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Term SOFR Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketCDOR Loan, then, by written notice to the Lead Borrower, Borrower (which notice shall include documentation or information in reasonable detail supporting the conclusions in such notice) and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Term SOFR Loans and/or CDOR Loans in the affected currency or BA Equivalent Loans currencies 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 Term SOFR Loans or CDOR Loans, as applicable), whereupon any request by the Borrowers for a LIBO Term SOFR Borrowing or BA Equivalent Loan CDOR Borrowing (or to convert an ABR Borrowing to a Term SOFR Borrowing or a Canadian Base Rate Borrowing to a CDOR Borrowing or to continue a Term SOFR Borrowing as a Term SOFR Borrowing or a CDOR Borrowing as a CDOR Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a Domestic Prime Canadian Base Rate Loan (or a request to continue an ABR Loan or a Canadian Base Rate Loan as such for an additional Interest Period or to convert a Term SOFR Loan into an ABR Loan or a CDOR Loan into a Canadian Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that (x) all outstanding LIBO Term SOFR Loans or BA Equivalent CDOR Loans made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Canadian Base Rate Loans, as applicable, in which event all such LIBO Term SOFR Loans or BA Equivalent CDOR Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Canadian Base Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow and (y) cause the interest rate with respect to all outstanding CDOR Loans denominated in Canadian Dollars to be determined by an alternative rate mutually acceptable to the Borrower and the applicable Lenders. In the event any Lender shall exercise its rights under clause (i), (ii) or (iiiii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Term SOFR Loans or BA Equivalent Loans CDOR Loan that would have been made by such Lender or the converted LIBO Term SOFR Loans or BA Equivalent Loans CDOR Loan of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Term SOFR Loans or BA Equivalent Loans. CDOR Loan, as applicable. Any such conversion of a Term SOFR Loan or CDOR Loan under (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (ai) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrowersubject to Section 2.16.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for a Lender to make or maintain 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other market, then, by written notice to the Lead Borrower, such Lender may (i) declare that LIBO Loans or BA Equivalent Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Borrowing or BA Equivalent Loan Borrowing shall, as to such Lender only, be deemed a request request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, Loan or a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBO Loans or BA Equivalent Loans made by it be converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Loans shall be automatically converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, if (xi) the adoption of or any Change change in any Requirement of Law or in the interpretation or application thereof by the relevant Governmental Authority to any Lender shall make it unlawful or impossible for a such Lender or its LIBOR Lending Office to make or maintain a LIBO Loan or BA Equivalent Loan or to give effect to its obligations LIBOR Rate Loans as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan by this Agreement, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for any Lender determines that to make Loans denominated in any Foreign Currency to the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable Borrower, as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of contemplated by this Agreement, then such Lender in the London interbank market or such other market, then(an “Affected Lender”), by written notice to the Lead Borrower, Borrower and to the Administrative Agent (which shall include a certificate of such Lender may stating with reasonable detail the basis for such notice): (i) may declare that LIBO LIBOR Rate Loans (in the affected currency or BA Equivalent Loans currencies) will not thereafter (for the duration of such unlawfulness or impossibility) be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Borrowing LIBOR Rate Loan (in the affected currency or BA Equivalent Loan Borrowing currencies) shall, as to such Lender onlyonly (A) if such Loan is not a Foreign Currency Loan, be deemed a request for a Domestic Prime Alternate Base Rate Loan (unless it should also be illegal for the Affected Lender to provide an Alternate Base Rate Loan, in which case such Loan shall bear interest at a Canadian Prime Rate commensurate rate reasonably determined by the Administrative Agent and agreed to by the Affected Lender and, so long as no Event of Default shall have occurred and be continuing, the Borrower), unless such declaration shall be subsequently withdrawn and (B) if such Loan is a Foreign Currency Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablebe deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and and (ii) may require that all outstanding LIBO LIBOR Rate Loans or BA Equivalent Foreign Currency Loans (in the affected currency or currencies), as the case may be, made by it be (A) if such Loans are not Foreign Currency Loans, converted to Prime Alternate Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent LIBOR Rate Loans shall be automatically converted to Prime Alternate Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below (or such other date as may be required by law) or (B) if such Loans are Foreign Currency Loans, repaid immediately, in which event all such Foreign Currency Loans (in the affected currency or currencies) shall be required to be repaid in full by the Borrower as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above with respect to any Loans which are not Foreign Currency Loans, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent LIBOR Rate Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent LIBOR Rate Loans of such Lender shall instead be applied to repay the Prime Alternate Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion ofconversion, of such LIBO Loans or BA Equivalent LIBOR Rate Loans. (b) For purposes of this Section 2.242.11, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each such Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Amended Agreement, if after the date hereof, (xi) 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 a any Lender to make or maintain a LIBO any LIBOR Loan or BA Equivalent Foreign Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any LIBOR Loan or BA Equivalent Loan Foreign Currency Loan, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions, other than those arising under Section 2.24, (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that to make Loans denominated in any Foreign Currency to the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable Borrower, as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketcontemplated by this Amended Agreement, then, by written notice to the Lead BorrowerBorrower and to the Administrative Agent, such Lender may may: (iA) declare that LIBO LIBOR Loans or BA Equivalent Foreign Currency Loans (in the affected Foreign Currency) 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 the Borrowers for a LIBO LIBOR Loan or a Foreign Currency Loan (or to convert an ABR Borrowing to a Eurodollar Borrowing or BA Equivalent Loan to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, (I) if such Loan is a U.S. Dollar Revolving Loan, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan (or a UK Swingline request to continue an ABR Loan as such for an additional Interest Period or to convert a LIBOR Loan into an ABR Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn, or (II) if such Loan is a Foreign Currency Revolving Loan, be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and and (iiB) require that all outstanding LIBO LIBOR Loans or BA Equivalent Foreign Currency Loans (in the affected Foreign Currency) as the case may be, made by it be (I) if such Loans are U.S. Dollar Revolving Loans, converted to Prime Rate ABR Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent LIBOR Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below or (II) if such Loans are Foreign Currency Revolving Loans, repaid immediately, in which event all such Foreign Currency Revolving Loans (in the affected Foreign Currency) shall be required to be repaid in full by the Borrower as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above with respect to any U.S. Dollar Revolving Loans, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent LIBOR Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent LIBOR Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent LIBOR Loans. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each LIBOR Loan made by such Lender, if any LIBO Loans lawful, on the last day of the 45 51 Interest Period currently applicable to such LIBOR Loan or, if there are then two or BA Equivalent Loans shall then be outstandingmore current Interest Periods, on the last day of each then-current such Interest Period, respectively; and otherwise otherwise, such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, if (xi) the adoption of or any Change change in any Requirement of Law or in the interpretation or application thereof by the relevant Governmental Authority to any Lender shall make it unlawful or impossible for a such Lender or its LIBOR Lending Office to make or maintain a LIBO Loan or BA Equivalent Loan or to give effect to its obligations LIBOR Rate Loans as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan by this Agreement, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it unlawful or impossible for any Lender determines that to make Loans denominated in any Foreign Currency to the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable Borrower, as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of contemplated by this Agreement, then such Lender in the London interbank market or such other market, then(an “Affected Lender”), by written notice to the Lead Borrower, Borrower and to the Administrative Agent (which shall include a certificate of such Lender stating with reasonable detail the basis for such notice): (A) may (i) declare that LIBO LIBOR Rate Loans (in the affected currency or BA Equivalent Loans currencies) will not thereafter (for the duration of such unlawfulness or impossibility) be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Borrowing LIBOR Rate Loan (in the affected currency or BA Equivalent Loan Borrowing currencies) shall, as to such Lender onlyonly (y) if such Loan is not a Foreign Currency Loan, be deemed a request for a Domestic Prime Alternate Base Rate Loan (unless it should also be illegal for the Affected Lender to provide an Alternate Base Rate Loan, in which case such Loan shall bear interest at a Canadian Prime Rate commensurate rate reasonably determined by the Administrative Agent and agreed to by the Affected Lender and, so long as no Event of Default shall have occurred and be continuing, the Borrower), unless such declaration shall be subsequently withdrawn and (z) if such Loan is a Foreign Currency Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablebe deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and and (iiB) may require that all outstanding LIBO LIBOR Rate Loans or BA Equivalent Foreign Currency Loans (in the affected currency or currencies), as the case may be, made by it be (y) if such Loans are not Foreign Currency Loans, converted to Prime Alternate Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent LIBOR Rate Loans shall be automatically converted to Prime Alternate Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below (or such other date as may be required by law) or (z) if such Loans are Foreign Currency Loans, repaid immediately, in which event all such Foreign Currency Loans (in the affected currency or currencies) shall be required to be repaid in full by the Borrower as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above with respect to any Loans which are not Foreign Currency Loans, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent LIBOR Rate Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent LIBOR Rate Loans of such Lender shall instead be applied to repay the Prime Alternate Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion ofconversion, of such LIBO Loans or BA Equivalent LIBOR Rate Loans. (b) For purposes of this Section 2.242.11, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each such Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if if, after the date hereof, (xi) any Change change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan participations in Letters of Credit denominated in an Alternative Currency, or shall make it unlawful for the Issuing Bank to issue Letters of Credit denominated in an Alternative Currency, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that the making to make Loans denominated in such Alternative Currency to, or continuance to issue Letters of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets Credit denominated in such Alternative Currency for the BA Rate or the position of such Lender in the London interbank market or such other marketaccount of, thena Borrower, then by prompt written notice thereof to the Lead Borrower, Borrowers and to the Administrative Agent (which notice shall be withdrawn whenever such circumstances no longer exist): (i) such Lender may (i) declare that LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies), as the case may be, 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 and Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing or BA Equivalent Loan Alternative Currency Borrowing (in the affected currency or currencies), as the case may be (or to convert an ABR Borrowing or a Borrowing comprised of Foreign Base Rate Loans to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing or an Alternative Currency Borrowing (in the affected currency or currencies), as the case may be, for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Loans denominated in Dollars) or a Domestic Prime Foreign Base Rate Loan (in the case of Loans denominated in an Alternative Currency) (or a request to continue an ABR Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a Foreign Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and ; (ii) such Lender may require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies), as the case may be, made by it be converted to Prime ABR Loans (in the case of Eurocurrency Loans denominated in Dollars) or Foreign Base Rate Loans, UK Swingline Loans or U.S. Index Rate Loans(in the case of Loans denominated in an Alternative Currency), as applicablethe case may be, in which event all such LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies), as the case may be, shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Foreign Base Rate Loans, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) below; and (iii) in the case of any such change affecting the Issuing Bank's ability to issue, or any Revolving Credit Lender's ability to acquire participations in, Letters of Credit denominated in an Alternative Currency, the Issuing Bank or such Lender may declare that Letters of Credit will not thereafter be issued in the affected Alternative Currency or Currencies, whereupon the affected Alternative Currency or Currencies shall be deemed (for the duration of such declaration) not to constitute an Alternative Currency for purposes of the issuance of Letters of Credit. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Foreign Base Rate Loans, as applicablethe case may be, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans, as the case may be. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower Borrowers by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstandingeffective as to each Eurocurrency Loan made by such Lender, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan or within such earlier period required by law; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead applicable Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, 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 a any Lender to make or maintain a LIBO any Eurodollar Loan or BA Equivalent Eurodollar Competitive Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurodollar Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurodollar Competitive Loan, then, by written notice to the Lead BorrowerBorrower and to the Administrative Agent, such Lender may may: (i) declare that LIBO Loans or BA Equivalent Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers Borrower for a LIBO Borrowing or BA Equivalent Loan Eurodollar Committed Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and ; (ii) require that all outstanding LIBO Eurodollar Loans or BA Equivalent Eurodollar Competitive Loans made by it be converted to Prime Rate ABR Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Eurodollar Loans or BA Equivalent and Eurodollar Competitive Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below; and (iii) declare that Eurodollar Competitive 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 obligation of such Lender relating to any Competitive Bid, whether or not accepted by the Borrower, shall be of no force or effect and shall immediately terminate. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurodollar Loans that would have been made by such Lender or the converted LIBO Eurodollar Loans or BA Equivalent Eurodollar Competitive Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurodollar Loans or BA Equivalent Eurodollar Competitive Loans. (b) For purposes of this Section 2.242.13, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurodollar Loan or Eurodollar Competitive Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurodollar Loan or Eurodollar Competitive Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Borrowers and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Eurocurrency 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 and Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans, whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing or BA Equivalent a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or Foreign Base Rate Loans (in the case of Alternative Currency Loans) (or a Domestic Prime request to continue an ABR Loan or a Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a Foreign Base Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime ABR Loans (in the case of Dollar Loans) or Foreign Base Rate Loans (in the case of Alternative Currency Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, ) in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline such ABR Loans or U.S. Index Foreign Base Rate Loans, as applicable, Loans as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, 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 or any of its Affiliates which shall be party to a Lender Local Currency Addendum to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Local Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan Local Currency Loan, or (y) at any time any Lender determines that shall limit the making or continuance convertibility into Dollars of any of its LIBO Loans Local Currency (or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of make such Lender in the London interbank market or such other marketconversion commercially impracticable), then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans in any affected Local Currency will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, any request by the Borrowers for a LIBO Borrowing or BA Equivalent Eurocurrency Standby Loan Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate an ABR Loan, and any request for a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicableLocal Currency Borrowing in such Local Currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicableand that all outstanding Local Currency Loans made by it in the affected Local Currency be promptly prepaid, in which event all such LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow and all such Local Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above with respect to Eurocurrency Loans in Dollars, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans Eurocurrency Loans, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.14, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan or Local Currency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan or Local Currency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrowerreceipt.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, 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 or any of its Affiliates which shall be party to a Lender Local Currency Addendum to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Local Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan Local Currency Loan, or (y) at any time any Lender determines that shall limit the making or continuance convertibility into Dollars of any of its LIBO Loans Local Currency (or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of make such Lender in the London interbank market or such other marketconversion commercially impracticable), then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans in any affected Local Currency will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, any request by the Borrowers for a LIBO Borrowing or BA Equivalent Eurocurrency Standby Loan Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate an ABR Loan, and any request for a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicableLocal Currency Borrowing in such Local Currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicableand that all outstanding Local Currency Loans made by it in the affected Local Currency be promptly prepaid, in which event all such LIBO Eurocurrency Loans or BA Equivalent Loans in Dollars shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow and all such Local Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under clause subparagraph (i) or (ii) of this paragraph (a)above with respect to Eurocurrency Loans in Dollars, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Loans Eurocurrency Loans, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.14, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan or Local Currency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan or Local Currency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead Borrowerreceipt.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, 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 a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurodollar Loan, then, by written notice to the Lead BorrowerCompany and to the Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans will Eurodollar Loans, as the case may be, shall not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrowers any Borrower for a LIBO Borrowing Eurocurrency Loan or BA Equivalent Loan Borrowing Eurodollar Standby Borrowing, as the case may be, shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline Loan, as applicable, to the Company unless such declaration shall be subsequently withdrawn; and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans Eurodollar Loans, as the case may be, made by it be converted to Prime Rate ABR Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Eurocurrency Loans or BA Equivalent Loans Eurodollar Loans, as the case may be, shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) belowbelow (such conversion to be made, in the case of a Eurocurrency Loan, into dollars at the applicable Spot Exchange Rate). In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Eurodollar Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Eurodollar Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurocurrency Loans or BA Equivalent Eurodollar Loans. (b) For purposes of this Section 2.24Section, a notice to the Lead Borrower Company by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan or Eurodollar Loan, as the case may be, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod then applicable to such Eurocurrency Loan or Eurodollar Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerCompany.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (xi) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO Loan or BA Equivalent any Euro Rate Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan any Euro Rate Loan, or BA Equivalent Loan shall make it unlawful for any Issuing Bank to issue Letters of Credit or make or maintain Incremental Tranche A Term Loans denominated in an Alternative Currency, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any Lender determines that the making change in exchange controls) or continuance currency exchange rates which would make it impracticable for any Issuing Bank to issue Letters of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of Credit denominated in such Lender in the London interbank market or such other marketAlternative Currency, then, by written notice to the Lead Borrower, Company and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Eurocurrency Loans or BA Equivalent Loans in dollars 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 Eurocurrency Loans, whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or BA Equivalent Loan Borrowing to continue a Eurocurrency Borrowing, as the case may be, for an additional Interest Period) in dollars shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan (or a UK Swingline request to continue an ABR Loan as such for an additional Interest Period or to convert a Euro currency Loan into an ABR Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn; and ; (ii) such Lender may require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Loans in dollars made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below; (iii) in the case of any such change affecting an Issuing Bank's ability to issue Letters of Credit denominated in an Alternative Currency, such Issuing Bank may declare that Letters of Credit will not thereafter be issued in the affected Alternative Currency or Currencies, whereupon the affected Alternative Currency or Currencies shall be deemed (for the duration of such unlawfulness and with respect to such Issuing Bank only) not to constitute an Alternative Currency; and (iv) such Lender may require that all of its outstanding Eurocurrency Loans made in Sterling and its outstanding EURIBOR Loans bear interest at a rate, determined by such Lender as approximates such Lender's cost of funds plus the Applicable Percentage from and after the effective date of such notice. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Borrowers and to the Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Eurocurrency 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 and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or BA Equivalent Loan to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan, as applicable), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicablethe case may be, in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicable, Loans made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.242.14, a notice to the Lead U.S. Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan made by such Lender, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod then applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead such Borrower.

Change in Legality. (a) Notwithstanding anything to any other provision herein, if, after the contrary contained elsewhere in this Agreementdate hereof, if (xi) 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 a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Alternative Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan Alternative Currency Loan, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that the making or continuance of any of its LIBO to make Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender denominated in the London interbank market Alternative Currency or such other marketto any Borrower, then, by written notice to the Lead BorrowerBorrowers and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon any request by the Borrowers a Borrower for a LIBO Eurocurrency Standby Borrowing or BA Equivalent Loan Alternative Currency Borrowing (in the affected currency or to the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline LoanLoan denominated in Dollars, as applicablethe case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or to the affected Borrower), as the case may be, made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate LoansLoans denominated in Dollars, as applicablethe case may be, in which event all such LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or to the affected Borrower) shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate LoansLoans denominated in Dollars, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate LoansLoans denominated in Dollars, as applicablethe case may be, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurocurrency Loans or BA Equivalent LoansLoans denominated in Dollars, as the case may be. (b) For purposes of this Section 2.242.14, a notice to the Lead Borrower Borrowers by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerBorrowers.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere herein contained, if, after the Closing Date, any change in this Agreement, if (x) any Change 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 a any Lender to make make, maintain or maintain a LIBO Loan fund or BA Equivalent Loan charge interest with respect to any Borrowing or to give effect to its obligations as contemplated hereby with respect hereby, or to a determine or charge interest rates based upon the Adjusted LIBO Loan Rate, or BA Equivalent Loan or (y) at any time any Lender determines that Governmental Authority has imposed material restrictions on the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market or such other market, then, by written notice to the Lead BorrowerBorrower and to the Administrative Agent: (i) (x) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or to make or continue LIBOR Loans or to convert ABR Loans to LIBOR Loans, shall be suspended, whereupon the Borrower shall be prohibited from requesting LIBOR Loans from such Lender hereunder unless such notice is subsequently withdrawn and (y) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of the Alternate Base Rate, such Lender may (i) declare request that LIBO Loans or BA Equivalent Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO Borrowing or BA Equivalent Loan Borrowing shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate Loan or a UK Swingline Loan, as applicable, unless such declaration shall be subsequently withdrawn; and (ii) require that all outstanding LIBO Loans or BA Equivalent Loans made by it be converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in interest rate on which event all such LIBO Loans or BA Equivalent Loans shall be automatically converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent ABR Loans of such Lender shall instead shall, if necessary to avoid such illegality, be applied determined by the Administrative Agent without reference to repay the Prime Adjusted LIBO Rate Loanscomponent of the Alternate Base Rate, UK Swingline in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists; and (ii) (x) such Lender may demand the Borrower prepay or convert all LIBOR Loans of such Lender to ABR Loans (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 component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or U.S. Index immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, such Lender may request that the Administrative Agent, during the period of such suspension, compute the Alternate Base Rate Loans, as applicable, made applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or UK Swingline Lender, as applicable, in lieu of, or resulting from charge interest rates based upon the conversion of, such Adjusted LIBO Loans or BA Equivalent LoansRate. (b) For purposes of this Section 2.242.18, a notice to the Lead Borrower by any Lender pursuant to paragraph (aSection 2.18(a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt thereof by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to any other provision herein, if, after the contrary contained elsewhere in this Agreementdate hereof, if (xi) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any LIBOR Loan or BA Equivalent Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent any EURIBOR Loan or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that the making or continuance of to make any of its LIBO LIBOR Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEURIBOR Loans, then, by written notice to the Lead Borrower, Company and to the Administrative Agent: (i) such Lender may (i) declare that LIBO LIBOR Loans or BA Equivalent EURIBOR Loans (in the affected currency or currencies), as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon any request by the Borrowers for a LIBO LIBOR Borrowing or BA Equivalent Loan EURIBOR Borrowing (in the affected currency or currencies), as the case may be, shall, as to such Lender only, be deemed (A) in the case of a request for a Domestic Prime Rate LoanLoan denominated in US Dollars, a Canadian Prime Rate Loan, a U.S. Index Rate request for an ABR Loan or (B) in the case of a UK Swingline Loanrequest for a Loan denominated in any other currency, as applicable, unless such declaration shall be subsequently to have been withdrawn; and and (ii) such Lender may require (A) that all outstanding LIBO affected LIBOR Loans or BA Equivalent Loans denominated in US Dollars made by it be converted to Prime Rate ABR Loans, UK Swingline and (B) that all affected LIBOR Loans denominated in any other currency or U.S. Index Rate Loans, as applicableEURIBOR Loans made by it be prepaid, in which event all such LIBO LIBOR Loans or BA Equivalent EURIBOR Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loansprepaid, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) belowof this Section. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO LIBOR Loans or BA Equivalent Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent EURIBOR Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO LIBOR Loans or BA Equivalent EURIBOR Loans. (b) For purposes of this Section 2.24Section, a notice to the Lead Borrower Company by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each such Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerCompany.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan or (y) at any time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Loans Eurocurrency Loans, as the case may be, 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 and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or BA Equivalent Loan to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan, as applicable), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicablethe case may be, in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicable, Loans made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreementany other provision herein, if (x) any Change in Law shall make it unlawful for a any Lender or its Applicable Lending Office to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Multicurrency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Multicurrency Loan or (y) at any time any Lender determines that shall limit the making or continuance convertibility into Dollars of any of its LIBO Loans Eligible Currency (or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of make such Lender in the London interbank market or such other marketconversion commercially impracticable), then, by such Lender shall give written notice thereof to the Lead BorrowerCompany and to the Administrative Agent and as long as such illegality, limitation or impracticality continues to exist, such Lender may Lender: (i) may declare that LIBO Eurocurrency Loans or BA Equivalent Multicurrency Loans in any affected currency will not thereafter be made by such Lender hereunder, whereupon (A) if Eurocurrency Loans denominated in Dollars shall be affected, such Lender shall not submit a Competitive Bid in response to a request for Eurocurrency Competitive Loans, and (B) any request by the Borrowers any Borrower for a LIBO Borrowing Eurocurrency Loans or BA Equivalent Loan Borrowing Multicurrency Loans in an affected currency shall, as to such Lender only, (x) in the case of a request for Eurocurrency Loans denominated in Dollars, be deemed a request for a Domestic Prime Rate Loanan ABR Loan in Dollars and (y) in any other case, a Canadian Prime Rate Loanbe of no force or effect; unless, a U.S. Index Rate Loan or a UK Swingline Loanin each case, as applicable, unless such declaration shall be subsequently withdrawn; and and (ii) require shall promptly enter into negotiations with the Company and negotiate in good faith to agree to a solution to such illegality, limitation or impracticability; provided, however, that all if such an agreement has not been reached by the date at which such Change in Law is given effect with respect to the outstanding LIBO Eurocurrency Loans or BA Equivalent Multicurrency Loans made by it be converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent Loans shall be automatically converted to Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, as of the effective dates of such Lender, upon effective notice as provided in thereof pursuant to paragraph (b) below. In , the event any Lender applicable Borrower shall exercise its rights under clause (i) immediately prepay the affected Eurocurrency Loans or (ii) of this paragraph (a), all payments and prepayments of principal which would otherwise Multicurrency Loans that have been applied to repay the LIBO Loans or BA Equivalent Loans that would have been made rendered unlawful by such Lender or Change in Law and shall prepay any other affected Loan on the converted LIBO Loans or BA Equivalent Loans last day of the Interest Period currently applicable to such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent LoansLoan. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by receipt. (c) Each Lender that has delivered a notice pursuant to paragraph (a) above, if the Lead Borrowercircumstances giving rise to such notice cease to exist, shall notify each applicable Borrower thereof as soon as practicable.

Change in Legality. (a) Notwithstanding anything to any other provision herein, if, after the contrary contained elsewhere in this Agreementdate hereof, if (xi) 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 a any Lender to make or maintain a LIBO any Eurocurrency Loan or BA Equivalent Alternative Currency Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO any Eurocurrency Loan or BA Equivalent Loan Alternative Currency Loan, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that the making to make Loans denominated in such Alternative Currency or continuance of to any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketBorrower, then, by written notice to the Lead BorrowerCompany and to the Administrative Agent, such Lender may may: (i) declare that LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for such Alternative Currency Loans or Eurocurrency Competitive Loans and any request by the Borrowers a Borrower for a LIBO Eurocurrency Standby Borrowing or BA Equivalent Loan Alternative Currency Borrowing (in the affected currency or currencies or to the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline LoanLoan denominated in Dollars, as applicablethe case may be, unless such declaration shall be subsequently withdrawn (or, if a 46 40 Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and and (ii) require that all outstanding LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, denominated in Dollars in which event all such LIBO Eurocurrency Loans or BA Equivalent Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower) shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, denominated in Dollars as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted LIBO Eurocurrency Loans or BA Equivalent Loans Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate LoansLoans denominated in Dollars, as applicablethe case may be, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Eurocurrency Loans or BA Equivalent LoansLoans denominated in Dollars, as the case may be. In the event any Alternative Currency Loan is converted into a Loan denominated in Dollars pursuant to this Section, (A) the principal amount of such Loan shall be deemed to be an amount equal to the Assigned Dollar Value of such Alternative Currency Loan determined based upon the applicable Spot Exchange Rate as of the Denomination Date for the Borrowing which includes such Alternative Currency Loan and (B) the applicable Borrower shall indemnify the Lender of such converted Alternative Currency Loan against any loss it sustains as a result of such conversion. (b) For purposes of this Section 2.242.14, a notice to the Lead Borrower Company by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each Eurocurrency Loan, if any LIBO Loans or BA Equivalent Loans shall then be outstandinglawful, on the last day of each then-current the Interest PeriodPeriod currently applicable to such Eurocurrency Loan; and otherwise in all other cases such notice shall be effective on the date of receipt by the Lead BorrowerCompany.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Amended Agreement, if after the date hereof, (xi) 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 a any Lender to make or maintain a LIBO Loan or BA Equivalent any LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan any LIBOR Loan, or (yii) at there shall have occurred any time change in national or international financial, political or economic conditions, other than those arising under Section 2.24, (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender determines that to make Loans denominated in any Foreign Currency to the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable Borrower, as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketcontemplated by this Amended Agreement, then, by written notice to the Lead BorrowerBorrower and to the Administrative Agent, such Lender may may: (iA) declare that LIBO LIBOR Loans or BA Equivalent Foreign Currency Loans (in the affected Foreign Currency) 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 the Borrowers for a LIBO LIBOR Loan (or to convert an ABR Borrowing to a Eurodollar Borrowing or BA Equivalent Loan to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, (I) if such Loan is a U.S. Dollar Revolving Loan, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan (or a UK Swingline request to continue an ABR Loan as such for an additional Interest Period or to convert a LIBOR Loan into an ABR Loan, as applicablethe case may be), unless such declaration shall be subsequently withdrawn, or (II) if such Loan is a Foreign Currency Revolving Loan, be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and and (iiB) require that all outstanding LIBO LIBOR Loans or BA Equivalent Foreign Currency Loans (in the affected Foreign Currency) as the case may be, made by it be (I) if such Loans are U.S. Dollar Revolving Loans, converted to Prime Rate ABR Loans, UK Swingline Loans or U.S. Index Rate Loans, as applicable, in which event all such LIBO Loans or BA Equivalent LIBOR Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, as of the effective dates date of such notice as provided in paragraph (b) below or (II) if such Loans are Foreign Currency Revolving Loans, repaid immediately, in which event all such Foreign Currency Revolving Loans (in the affected Foreign Currency) shall be required to be repaid in full by the Borrower as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above with respect to any U.S. Dollar Revolving Loans, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent LIBOR Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent LIBOR Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Rate Loans, as applicable, made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent LIBOR Loans. (b) For purposes of this Section 2.242.15, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effectiveeffective as to each LIBOR Loan made by such Lender, if any LIBO Loans lawful, on the last day of the Interest Period currently applicable to such LIBOR Loan or, if there are then two or BA Equivalent Loans shall then be outstandingmore current Interest Periods, on the last day of each then-current such Interest Period, respectively; and otherwise otherwise, such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Agreement, if (x) any Change in Law shall make it unlawful for a any Lender to make or maintain a LIBO Loan or BA Equivalent any Eurocurrency 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 time any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other marketEurocurrency Loan, then, by written notice to the Lead Borrower, Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may (i) declare that LIBO Loans or BA Equivalent Loans Eurocurrency Loans, as the case may be, 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 and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrowers for a LIBO Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or BA Equivalent Loan to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for a Domestic Prime Rate Loan, a Canadian Prime Rate Loan, a U.S. Index Rate an ABR Loan or a UK Swingline U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan, as applicable), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding LIBO Loans or BA Equivalent Eurocurrency Loans made by it be converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicablethe case may be, in which event all such LIBO Loans or BA Equivalent Eurocurrency Loans shall be automatically converted to Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicablethe case may be, as of the effective dates date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) of this paragraph (a)above, all payments and prepayments of principal which that would otherwise have been applied to repay the LIBO Loans or BA Equivalent Eurocurrency Loans that would have been made by such Lender or the converted LIBO Loans or BA Equivalent Eurocurrency Loans of such Lender shall instead be applied to repay the Prime Rate Loans, UK Swingline ABR Loans or U.S. Index Base Rate Loans, as applicable, Loans made by such Lender or UK Swingline Lender, as applicable, in lieu of, or resulting from the conversion of, such LIBO Loans or BA Equivalent Eurocurrency Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.