Common use of Change in Legality Clause in Contracts

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shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer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

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Regulatory Change shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon the Borrower shall be prohibited from requesting LIBOR Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding LIBOR Loan, require that all outstanding Eurodollar LIBOR Loans with such Interest Periods made by it be converted to ABR Base Rate Loans, in which event (A) all such Eurodollar LIBOR Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iB) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar converted LIBOR Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.132.11, a notice to the Borrower (with a copy to the Administrative Agent) by any Lender shall be effective as pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by the Borrower.

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

Change in Legality. (a) Notwithstanding any other provision herein, if any change Lender determines that any Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any such Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by prompt written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless and until such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph Section 2.10(c). (b) below. In the event any Lender shall exercise its rights under (i) or (ii) abovegive notice pursuant to Section 2.10(a), all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (bc) For purposes of this Section 2.132.10, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Regulatory Change shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding Eurodollar Loan, require that all outstanding Eurodollar Loans with such Interest Periods made by it be converted to ABR Loans, in which event (A) all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iB) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Loans. (b) For purposes of this Section 2.132.11, a notice to the Borrower (with a copy to the Administrative Agent) by any Lender shall be effective as pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if any change Lender determines that any Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any such Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by prompt written notice to the Borrowers each Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by any Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless and until such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph Section 2.10(c). (b) below. In the event any Lender shall exercise its rights under (i) or (ii) abovegive notice pursuant to Section 2.10(a), all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (bc) For purposes of this Section 2.132.10, a notice to any Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by such Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Regulatory Change shall make it unlawful for any Lender to make or maintain any Eurodollar LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder, whereupon the Borrower shall be prohibited from requesting LIBOR Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding LIBOR Loan, require that all outstanding Eurodollar LIBOR Loans with such Interest Periods made by it be converted to ABR Base Rate Loans, in which event (A) all such Eurodollar LIBOR Loans shall be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iB) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar converted LIBOR Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar LIBOR Loans. (b) For purposes of this Section 2.13, 2.11. a notice to the Borrower (with a copy to the Administrative Agent) by any Lender shall be effective as pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by the Borrower.

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

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

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

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in any law Applicable Law, guideline or regulation order, or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof thereof, shall make it unlawful for any Lender to make or maintain any Bankers' Acceptances or Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any a Eurodollar LoanLoan or Bankers' Acceptances, then, by written notice to the Borrowers and to the AgentsAdministrative Agent or the Canadian Agent, as applicable, such Lender may: may (i) declare that Eurodollar Loans will not thereafter be made or Bankers' Acceptances accepted, as applicable, by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and hereunder and/or (ii) require that that, subject to Section 2.11 all outstanding Bankers' Acceptances or Eurodollar Loans made by it be converted to ABR Canadian Prime Rate Loans or Alternate Base Rate Loans, in which event as applicable, whereupon all of such Bankers' Acceptances or Eurodollar Loans shall automatically be automatically converted to ABR Canadian Prime Rate Loans or Alternate Base Rate Loans, as applicable, as of the effective date of such notice as provided in paragraph (b) below. In the event Such Lender's Pro Rata Share of any Lender shall exercise its rights under (i) subsequent Bankers' Acceptance or (ii) aboveEurodollar Loan shall, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by instead, be a Canadian Prime Rate Loan or an Alternate Base Rate Loan, as applicable, unless such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loansdeclaration is subsequently withdrawn. (b) For purposes of this Section 2.13, a A notice to the Borrowers by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loanfor purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period currently applicable to such for each outstanding Eurodollar Loan; and in all other cases such notice shall be effective cases, on the date of receiptreceipt of such notice by the Borrowers.

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

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

Change in Legality. (a) a. Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender Bank to make or maintain any Eurodollar Loan or to give effect to its obligations to make Eurodollar Loans as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers Agent and to the AgentsBorrower, such Lender Bank may: (i) declare Declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrowers shall be prohibited from requesting Eurodollar Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan Bank hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require Require that all outstanding Eurodollar Loans made by it be converted to ABR Floating Rate Loans, in which event (A) all such Eurodollar Loans shall be automatically converted to ABR Floating Rate Loans as of the effective date of such notice as provided in paragraph (bParagraph(b) below. In the event any Lender shall exercise its rights under , and (iB) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Floating Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Loans. (b) b. For purposes of this Section 2.132.9, a notice to Borrower and Agent by any Lender Bank, pursuant to (a) above, shall be effective as to each Eurodollar Loaneffective, if lawful, on the last day of the then current Interest Period currently applicable to such Eurodollar LoanPeriods; in all other cases cases, such notice shall be effective on the date of receiptreceipt by the Borrower.

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

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

Change in Legality. (a1) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if (x) any change after the date of this Agreement in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender a Bank to make or maintain any a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Bank determines that the making or continuance of any of its Eurodollar Loan, Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market then, by written notice to the Borrowers and to the AgentsBorrower, such Lender may: Bank may (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender Bank only, be deemed a request for an ABR a Prime Rate Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Prime Rate Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender Bank shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender Bank or the converted Eurodollar Loans of such Lender Bank shall instead be applied to repay the ABR Prime Rate Loans made by such Lender Bank in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b2) For purposes of this Section 2.132.16, a notice to the Borrower by any Lender Bank pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar Loan; in all other cases Period, otherwise, such notice shall be effective on the date of receiptreceipt by the Borrower.

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

Change in Legality. (a) Notwithstanding any other provision herein, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender or its Applicable Lending Office to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by such Lender shall give written notice thereof to the Borrowers Company and to the AgentsAdministrative Agent and as long as such illegality, limitation or impracticality continues to exist, such Lender mayLender: (i) may declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by any Borrower for a Eurodollar Standby Borrowing Loans shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require shall promptly enter into negotiations with the Company and negotiate in good faith to agree to a solution to such illegality, limitation or impracticability; provided, however, that all outstanding Eurodollar Loans made if such an agreement has not been reached by it be converted to ABR Loans, in the date at which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the applicable notice becomes effective date of such notice as provided in paragraph (b) below. In , the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the affected Eurodollar Loans that would have been made by shall be automatically converted on such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the date into ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.14, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt. (c) Each Lender that has delivered a notice pursuant to paragraph (a) above, if the circumstances giving rise to such notice cease to exist, shall notify each applicable Borrower thereof as soon as practicable.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect (an "Illegality"), or if Lender determines that maintenance of Eurodollar Loans would cause Lender to implement or modify any Eurodollar Loanreserve, thenspecial deposit or assessment or other requirement, by written notice to or impose any other condition on Lender affecting the Borrowers and to Revolving Loans (each of the Agents, such Lender may:foregoing circumstances called a (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such the Borrower shall be prohibited from requesting Eurodollar Loans from Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan hereunder unless such declaration is subsequently withdrawn; provided, however, that if after the date of any such declaration there shall be subsequently withdrawn (occur any change in law or regulation or in the interpretation thereof by any government authority charged with the administration or interpretation thereof that shall eliminate such Illegality, Lender delivering shall as promptly as reasonably practicable notify the Borrower of such a declaration hereby agreeing to occurrence and withdraw such declaration promptly upon determining that such event of illegality no longer exists)declaration; and (ii) require that all outstanding Eurodollar Loans made by it Lender be converted to ABR Reference Rate Loans, in which event (1) all such Eurodollar Loans shall be automatically converted to ABR Reference Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and, (i2) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Reference Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Loans. (b) For for purposes of this Section 2.13, 2 a notice to the Borrower by any Lender shall be effective as pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt by the Borrower.

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

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

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Regulatory Change shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan Lende hereunder unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)is subsequent▇▇ ▇▇thdrawn; and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding Eurodollar Loan, require that all outstanding Eurodollar Loans with such Interest Periods made by it be converted to ABR Loans, in which event (A) all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iB) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Loans. (b) For purposes of this Section 2.132.11, a notice to the Borrower (with a copy to the Administrative Agent) by any Lender shall be effective as pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender or its LIBOR Lending Office to make or maintain any Eurodollar Loan LIBOR Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loanhereby, then, by prompt written notice to the Borrowers and to the AgentsCompany, such Lender may: (i) declare that Eurodollar Loans LIBOR Rate Advances will not thereafter be made by such Lender hereunder, whereupon the Company shall be prohibited from requesting LIBOR Rate Advances from such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans hereunder (and instead, any request for a Eurodollar Standby Borrowing shallLIBOR Rate Advance, as to such Lender onlyLender, shall be deemed to be a request for an ABR Loan Alternate Base Rate Advance) unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans LIBOR Rate Advances made by it such Lender be converted to ABR LoansAlternate Base Rate Advances, in which event (A) all such Eurodollar Loans LIBOR Rate Advances made by such Lender shall be automatically converted to ABR Loans Alternate Base Rate Advances as of the effective date of such notice as provided in paragraph (b) below. In the event any below (or if so -35- 41 designated by such Lender shall exercise its rights under in such notice, effective as of another date) and (iB) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender LIBOR Rate Advances shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or Alternate Base Rate Advances resulting from the conversion of, of such Eurodollar LoansLIBOR Rate Advances. (b) For purposes of this Section 2.132.15, a notice to the Company by any Lender shall be effective as the Agent pursuant to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice paragraph (a) above shall be effective on the date of receiptreceipt thereof by the Company.

Change in Legality. (aA) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender Bank to make or maintain any Eurodollar Loan or to give effect to its obligations to make Eurodollar Loans as contemplated hereby with respect to any Eurodollar Loanhereby, then, by written notice to the Borrowers and to the AgentsBorrower, such Lender Bank may: (i1) declare Declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon such Lender the Borrower shall not submit a Competitive Bid in response to a request for be prohibited from requesting Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan from the Banks hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii2) require Require that all outstanding Eurodollar Loans made by it be converted to ABR Floating Rate Loans, in which event (a) all such Eurodollar Loans shall be automatically converted to ABR Floating Rate Loans as of the effective date of such notice as provided in paragraph (B) below, and (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Floating Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Loans. (bB) For purposes of this Section 2.13Paragraph 2.12, a notice to the Borrower by any Lender Bank, pursuant to (A) above, shall be effective as to each Eurodollar Loaneffective, if lawful, on the last day of the then current Eurodollar Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases cases, such notice shall be effective on the date of receiptreceipt by the Borrower.

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

Change in Legality. (a) Notwithstanding any other provision herein, if any change Lender determines that any Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any such Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by prompt written notice to the Borrowers each Borrower and to the AgentsAdministrative Agent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by any Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless and until such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph Section 2.10(c). (b) below. In the event any Lender shall exercise its rights under (i) or (ii) abovegive notice pursuant to Section 2.10(a), all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (bc) For purposes of this Section 2.132.10, a notice to any Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by such Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any any, Eurodollar Loan or to give effect to its obligations as contemplated hereby with 35 31 respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the Agents, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision herein, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender or its Applicable Lending Office to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by such Lender shall give written notice thereof to the Borrowers Company and to the AgentsAdministrative Agent and as long as such illegality, limitation or impracticality continues to exist, such Lender mayLender: (i) may declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by any Borrower for a Eurodollar Standby Borrowing Loans shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require shall promptly enter into negotiations with the Company and negotiate in good faith to agree to a solution to such illegality, limitation or impracticability; PROVIDED, HOWEVER, that all outstanding Eurodollar Loans made if such an agreement has not been reached by it be converted to ABR Loans, in the date at which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the applicable notice becomes effective date of such notice as provided in paragraph (b) below. In , the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the affected Eurodollar Loans that would have been made by shall be automatically converted on such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the date into ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.14, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt. (c) Each Lender that has delivered a notice pursuant to paragraph (a) above, if the circumstances giving rise to such notice cease to exist, shall notify each applicable Borrower thereof as soon as practicable.

Change in Legality. (a) Notwithstanding any other provision herein, if any change Change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof Law shall make it unlawful for any Lender or its applicable lending office to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by such Lender shall give written notice thereof to the Borrowers Company and to the AgentsAdministrative Agent and as long as such illegality, limitation or impracticality continues to exist, such Lender mayLender: (i) may declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by any Borrower for a Eurodollar Standby Borrowing Loans shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require shall promptly enter into negotiations with the Company and negotiate in good faith to agree to a solution to such illegality, limitation or impracticability; PROVIDED, HOWEVER, that all outstanding Eurodollar Loans made if such an agreement has not been reached by it be converted to ABR Loans, in the date at which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the applicable notice becomes effective date of such notice as provided in paragraph (b) below. In , the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the affected Eurodollar Loans that would have been made by shall be automatically converted on such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the date into ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.16, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt. (c) Each Lender that has delivered a notice pursuant to paragraph (a) above, if the circumstances giving rise to such notice cease to exist, shall notify each applicable Borrower thereof as soon as practicable.

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

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in any law Applicable Law, guideline or regulation order, or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof thereof, shall make it unlawful for any Lender to make or maintain any Eurodollar EurodollarTerm Benchmark Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar a EurodollarTerm Benchmark Loan, then, by written notice to the Borrowers Borrower and to the Agents, Administrative Agent such Lender may: may (i) declare that Eurodollar EurodollarTerm Benchmark Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and hereunder and/or (ii) require that that, subject to Section 3.6, all outstanding Eurodollar EurodollarTerm Benchmark Loans made by it be converted to ABR Loans, in which event Base Rate Loans whereupon all of such Eurodollar EurodollarTerm Benchmark Loans shall automatically be automatically converted to ABR Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event Such Lender’s Percentage of any Lender shall exercise its rights under (i) or (ii) abovesubsequent EurodollarTerm Benchmark Loan shall, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by instead, be an Base Rate Loan unless such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loansdeclaration is subsequently withdrawn. (b) For purposes of this Section 2.13, a A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loanfor purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period currently applicable to such Eurodollar for each outstanding EurodollarTerm Benchmark Loan; and in all other cases such notice shall be effective cases, on the date of receiptreceipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any change after the date hereof in any law or regulation or in the interpretation or application thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful (based on the opinion of any counsel, whether in-house, special or general, for any Lender the Bank) for the Bank to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to Borrower by the AgentsBank, such Lender the Bank may: (i) declare that such Eurodollar Loans will not thereafter be made by such Lender the Bank hereunder, whereupon the Borrower shall be prohibited from requesting such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan from the Bank hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing withdrawn; and the Bank agrees to withdraw any such declaration promptly upon determining if and to the extent that such event the making and/or maintenance by the Bank of illegality no longer exists)its Eurodollar Loans shall cease to be unlawful; and (ii) require that all outstanding Eurodollar Loans made by it to be converted to ABR Alternate Base Rate Loans, in which event whereupon all such Eurodollar Loans shall be automatically converted to ABR Alternate Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (ibelow and subject to Section 2.12(b) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loanshereof. (b) For purposes of this Section 2.132.21, a notice to the Borrower by any Lender the Bank pursuant to paragraph (a) above shall be effective as to each Eurodollar Loan, if lawful, on the last day of the then current Interest Period currently applicable to or, if required by law, on such Eurodollar Loan; in all other cases such notice earlier date as shall be effective on so required. (c) The Bank agrees to designate a different office of the date Bank as its lending office for Eurodollar Loans if such designation will effect compliance with the law or regulation or interpretation thereof invoking the provisions of receiptthis Section 2.21; provided, however, that such designation need not be made if it would result in any additional costs, expenses or risks to the Bank that are not reimbursed by the Borrower pursuant hereto or would be in any other respect prejudicial to the Bank.

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

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

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

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the AgentsAgent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a any subsequent request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, ,as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (bparagraph(b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.20, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

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

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged governmental authority charge with the administration or interpretation thereof shall make it unlawful for any Lender the Bank to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to Borrower, the Agents, such Lender Bank may: : (i) declare that Eurodollar Loans will not thereafter be made by such Lender the Bank hereunder, whereupon such Lender the Borrower shall not submit a Competitive Bid in response to a request for prohibited from the requesting Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan from the Bank hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Fluctuating Rate Loans, in which event (x) all such Eurodollar Loans shall be automatically converted to ABR Fluctuating Rate Loans as a of the effective date of such notice as a provided in paragraph (b) below. In the event any Lender shall exercise its rights under (ibelow and 9y) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Fluctuating Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Loans. (b) For purposes of this Section 2.13Section, (i) a notice to the Borrower by any Lender the Bank pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, on the last day of the then current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases cases, such notice shall be effective on the date day of receiptreceipt of the Borrower and (ii) all references to the "Bank" shall be deemed to include any participants in the Commitment and/or the loans.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in any law Applicable Law, guideline or regulation order, or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof thereof, shall make it unlawful for any Lender to make or maintain any Bankers' Acceptances or Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any a Eurodollar LoanLoan or Bankers' Acceptances, then, by written notice to the Borrowers and to the AgentsAdministrative Agent or the Canadian Agent, as applicable, such Lender may: may (i) declare that Eurodollar Loans will not thereafter be made or Bankers' Acceptances accepted, as applicable, by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); and hereunder and/or (ii) require that that, subject to Section 2.10 all outstanding Bankers' Acceptances or Eurodollar Loans made by it be converted to ABR Canadian Prime Rate Loans or Alternate Base Rate Loans, in which event as applicable, whereupon all of such Bankers' Acceptances or Eurodollar Loans shall automatically be automatically converted to ABR Canadian Prime Rate Loans or Alternate Base Rate Loans, as applicable, as of the effective date of such notice as provided in paragraph (b) below. In the event Such Lender's Pro Rata Share of any Lender shall exercise its rights under (i) subsequent Bankers' Acceptance or (ii) aboveEurodollar Loan shall, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by instead, be a Canadian Prime Rate Loan or an Alternate Base Rate Loan, as applicable, unless such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loansdeclaration is subsequently withdrawn. (b) For purposes of this Section 2.13, a A notice to the Borrowers by any Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Loanfor purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period currently applicable to such for each outstanding Eurodollar Loan; and in all other cases such notice shall be effective cases, on the date of receiptreceipt of such notice by the Borrowers.

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

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

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

Change in Legality. (a) Notwithstanding any other provision herein, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender Bank to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Company and to the AgentsAdministrative Agent, such Lender Bank may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Company for a Eurodollar Standby Borrowing shall, as to such Lender Bank only, be deemed a request for an ABR Loan Loan, unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists); andwithdrawn; (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, Loans in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender Bank shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender Bank or the converted Eurodollar Loans of such Lender Bank shall instead be applied to repay the ABR Loans made by such Lender Bank in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.11, a notice to the Company by any Lender Bank shall be effective as to each Eurodollar LoanLoan as applicable, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Company.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender the Bank to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to Borrowers, the Agents, such Lender Bank may: : (i) declare that Eurodollar Loans will not thereafter be made by such Lender the Bank hereunder, whereupon such Lender the Borrowers shall not submit a Competitive Bid in response to a request for be prohibited from requesting Eurodollar Competitive Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan from the Bank hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Fluctuating Rate Loans, in which event (x) all such Eurodollar Loans shall be automatically converted to ABR Fluctuating Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iy) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Fluctuating Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Loans. (b) For purposes of this Section 2.13Section, (i) a notice to the Borrowers by any Lender the Bank pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, on the last day of the then current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases 10 11 cases, such notice shall be effective on the date day of receiptreceipt by the Borrowers and (ii) all references to the "Bank" shall be deemed to include any participant in the Commitment and/or the loans.

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

Change in Legality. (a) Notwithstanding any other provision herein, if after March 21, 1997, any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers Borrower and to the AgentsAgent, such Lender may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) For purposes of this Section 2.132.15, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receiptreceipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if any change in any law or regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender the Bank to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Libor Rate Loan, then, by written notice to the Borrowers and to Borrower, the Agents, such Lender Bank may: (i) declare that Eurodollar Libor Rate Loans will not thereafter be made by such Lender the Bank hereunder, whereupon such Lender the Borrower shall not submit a Competitive Bid in response to a request for Eurodollar Competitive be prohibited from requesting Libor Rate Loans and any request for a Eurodollar Standby Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan from the Bank hereunder unless such declaration shall be is subsequently withdrawn (any Lender delivering such a declaration hereby agreeing to withdraw such declaration promptly upon determining that such event of illegality no longer exists)withdrawn; and (ii) require that all outstanding Eurodollar Libor Rate Loans made by it be converted to ABR Prime Rate Loans, in which event (x) all such Eurodollar Libor Rate Loans shall be automatically converted to ABR Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iy) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar converted Libor Rate Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Prime Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurodollar Libor Rate Loans. (b) For purposes of this Section 2.132.14, (i) a notice to the Borrower by any Lender the Bank pursuant to paragraph (a) above shall be effective as to each Eurodollar Loaneffective, if lawful, on the last day of the then current Interest Period currently applicable to such Eurodollar LoanPeriod; in all other cases cases, such notice shall be effective on the date day of receiptreceipt by the Borrower and (ii) for purposes of this Section 2.14, all references to the “Bank” shall be deemed to include any participant in the Commitment and/or the Revolving Credit Loans.

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

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

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

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