Common use of Change in Legality Clause in Contracts

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof, all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.15, all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate a Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar LIBOR Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder for as long as such condition may be continuing, and/or (ii) require that, subject to Section 2.11 hereof2.10(b), all outstanding Eurodollar LIBOR Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar LIBOR Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's ’s pro rata portion of any subsequent Eurodollar LIBOR Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar LIBOR Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if (x) any change after the date hereof Change in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration thereof, Law shall make it unlawful for any a Lender to make or maintain any a Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar LoanLoan or (y) at any time any Lender determines in its reasonable commercial judgment that the making or continuance of any of its Eurodollar Loans has become impracticable as a result of a contingency occurring after the date hereof which materially adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Borrower and the Administrative AgentBorrowers, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or hereunder, whereupon any request by the Borrowers for a Eurodollar Borrowing shall, as to such Lender only, be deemed a request for a Base Rate Loan unless such declaration shall be subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon in which event all of such Eurodollar Loans shall be automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.)

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration thereof, shall make it unlawful for any Lender to make or maintain any Eurodollar Term Benchmark Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Term Benchmark Loan, then, by written notice to the Borrower and the Administrative Agent, Agent such Lender may (i) declare that Eurodollar Term Benchmark Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof3.6, all outstanding Eurodollar Term Benchmark Loans made by it be converted to Alternate Base Rate Loans, Loans whereupon all of such Eurodollar Term Benchmark Loans shall automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion ’s Percentage of any subsequent Eurodollar Term Benchmark Loan shall, instead, be an Alternate a Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Term Benchmark Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, 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 a Eurodollar Loan, then, by written notice to the Borrower and (with a copy to the Administrative Agent), such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from such Bank hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans made by it be converted to Alternate Base Fluctuating Rate Loans, whereupon in which event (x) all of such Eurodollar Loans shall be automatically be converted to Alternate Base Fluctuating Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion below and (y) all payments and prepayments of any subsequent principal which would otherwise have been applied to repay the converted Eurodollar Loan shall, instead, Loans shall instead be an Alternate Base applied to repay the Fluctuating Rate Loan unless Loans resulting from the conversion of such declaration is subsequently withdrawnEurodollar Loans. (b) A For purposes of this Section, a notice to the Borrower by any Lender Bank pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereofeffective, if lawful, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other cases, such notice shall be effective on the date day of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration thereof, shall make it unlawful for any Lender to make or maintain any Eurodollar Term Benchmark Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Term Benchmark Loan, then, by written notice to the Borrower and the Administrative Agent, Agent such Lender may (i) declare that Eurodollar Term Benchmark Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof3.6, all outstanding Eurodollar Term Benchmark Loans made by it be converted to Alternate Base Rate Loans, Loans whereupon all of such Eurodollar Term Benchmark Loans shall automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion ’s Percentage of any subsequent Eurodollar Term Benchmark Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Term Benchmark Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof, 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 a Eurodollar Loanhereby, then, by written notice to the Borrower and to the Administrative Agent, such Lender may 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 hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar LIBOR Loans (in Dollars) made by it be converted to Alternate Base Rate Loans, whereupon ABR Loans in which event (A) all of such Eurodollar LIBOR Loans shall be automatically be converted to Alternate Base Rate Loans, ABR Loans as of the effective date of such notice as provided in paragraph Section 2.17(b) and (bB) below. Such Lender's pro rata portion all payments and prepayments of any subsequent Eurodollar principal which would otherwise have been applied to repay the converted LIBOR Loans shall instead be applied to repay the ABR Loan shall, instead, be an Alternate Base Rate Loan unless resulting from the conversion of such declaration is subsequently withdrawnLIBOR Loans. (b) A For purposes of this Section 2.17, a notice to the Borrower by any Lender pursuant to paragraph (aSection 2.17(a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice thereof by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower Agent and the Administrative AgentBorrower, such Lender may may: (i) declare that Eurodollar Loans it will not thereafter make Eurodollar Loans hereunder, whereupon the Borrower shall be made by prohibited from requesting such Eurodollar Loans from such Lender hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.10, all outstanding Eurodollar Loans made by it such Lender be converted to an Alternate Base Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to an Alternate Base Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.14, a notice to the Borrower by any a Lender pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained in Section 2.18 or elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline law or order, regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof, or interpretation thereof shall make it unlawful for any Lender a Bank to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a any Eurodollar Loan, then, by written notice to the Borrower Company and the Administrative Agent, such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or Bank hereunder, whereupon such Bank shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the Company for a Eurodollar Committed Borrowing shall, as to such Bank only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate ABR Loans, whereupon all of such Eurodollar Loans shall be automatically be converted to Alternate Base Rate Loans, ABR Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.13, a notice to the Borrower Company by any Lender Bank pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereofwith respect to outstanding Eurodollar Loans, if lawful, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other cases, such notice shall be effective on the date of receipt of such notice by the BorrowerCompany.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.12, all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate a Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof Closing Date in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and Borrower, the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such the Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.9(b), all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any Any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any the Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and Borrower, the Administrative Agent, such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter be made by hereunder, whereupon the Borrower shall be prohibited from requesting such Lender Eurodollar Loans hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.15, all outstanding Eurodollar Loans made by it be converted to Alternate Base a Prime Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to Alternate Base a Prime Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.19, a notice to the Borrower by any Lender the Bank pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (aA) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, 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 a Eurodollar Loanhereby, then, by written notice to the Borrower Agent and the Administrative AgentBorrower, such Lender may Bank may: (i1) declare Declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from such Bank hereunder and/or unless such declaration is subsequently withdrawn; and (ii2) require that, subject to Section 2.11 hereof, Require that all outstanding Eurodollar Loans made by it be converted to Alternate Base Floating Rate Loans, whereupon in which event (a) all of such Eurodollar Loans shall be automatically be converted to Alternate Base Floating Rate Loans, Loans as of the effective date of such notice as provided in paragraph (B) below and (b) below. Such Lender's pro rata portion all payments and prepayments of any subsequent principal that would otherwise have been applied to repay the converted Eurodollar Loan shall, instead, Loans shall instead be an Alternate Base applied to repay the Floating Rate Loan unless Loans resulting from the conversion of such declaration is subsequently withdrawnEurodollar Loans. (bB) A For purposes of this Paragraph 2.8, a notice to the Borrower and Agent by any Lender Bank pursuant to paragraph (aA) above shall be effective for purposes of clause (ii) thereofeffective, if lawful, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other cases, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar LIBOR Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder for as long as such condition may be continuing, and/or (ii) require that, subject to Section 2.11 hereof2.9(b), all outstanding Eurodollar LIBOR Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar LIBOR Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's ’s pro rata portion of any subsequent Eurodollar LIBOR Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar LIBOR Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, shall make it unlawful for any Lender to make or maintain any Eurodollar Fixed Rate Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Fixed Rate Loan, then, by written notice to the Borrower Agent and the Administrative AgentBorrower, such Lender may may: (i) declare that Eurodollar Fixed Rate Loans will not thereafter be made by such Lender hereunder, whereupon the Borrower shall be prohibited from requesting such Fixed Rate Loans from such Lender hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.15, all outstanding Eurodollar Fixed Rate Loans made by it such Lender be converted to Alternate Base a Prime Rate LoansLoan, whereupon all of such Eurodollar Fixed Rate Loans shall be automatically be converted to Alternate Base a Prime Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.18, a notice to the Agent and the Borrower by any a Lender pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Fixed Rate Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof Closing Date in any Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar LIBOR Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder for as long as such condition may be continuing, and/or (ii) require that, subject to Section 2.11 hereof2.9(b), all outstanding Eurodollar LIBOR Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar LIBOR Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (bSection 2.11(b) below. Such Lender's pro rata portion ’s Pro Rata Share of any subsequent Eurodollar Loan shall, LIBOR Borrowing shall instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (aSection 2.11(a) above shall be effective for purposes of clause (ii) thereof, if lawfullawful to delay its effectiveness, on the last day of the current Interest Period for each outstanding Eurodollar LIBOR Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to ------------------ the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.9(b), all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the ------------------- contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, shall make it unlawful for any Lender the Bank to make or maintain any Eurodollar Agreed Rate Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Fixed Rate Loan, then, by written notice to the Borrower and Borrower, the Administrative Agent, such Lender may Bank may: (i) declare that Eurodollar Agreed Rate Loans will not thereafter be made by hereunder, whereupon the Borrower shall be prohibited from requesting such Lender Agreed Rate Loans hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.17, all outstanding Eurodollar Fixed Rate Loans made by it be converted to Alternate Base one or more Prime Rate Loans, whereupon all of such Eurodollar Fixed Rate Loans shall be automatically be converted to Alternate Base one or more Prime Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.21, a notice to the Borrower by any Lender the Bank pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Agreed Rate Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Credit Agreement, if any change after the date hereof Change in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent, : (i) such Lender may (i) declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder and/or hereunder, whereupon any request for a Eurodollar Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate ABR Loans, whereupon in which event all of such Eurodollar Loans shall be automatically be converted to Alternate Base Rate Loans, ABR Loans as of the effective date of such notice as provided in paragraph (b) belowof this Section 2.14. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to In the Borrower by event any Lender pursuant to paragraph shall exercise its rights under (ai) above shall be effective for purposes of clause or (ii) thereofabove, if lawful, on all payments and prepayments of principal that would otherwise have been applied to repay the last day of Eurodollar Loans that would have been made by such Lender or the current Interest Period for each outstanding converted Eurodollar Loan; and in all other cases, on the date of receipt Loans of such notice Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Borrowerconversion of, such Eurodollar Loans.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may may: (i) declare that Eurodollar Loans it will not thereafter make Eurodollar Loans hereunder, whereupon the Borrower shall be made by prohibited from requesting such Eurodollar Loans from such Lender hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.10, all outstanding Eurodollar Loans made by it such Lender be converted to Alternate Base an Prime Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to Alternate Base a Prime Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.14, a notice to the Borrower by any a Lender pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar Loan; and in all other casesPeriod, otherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof Initial Date in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder for as long as such condition may be continuing and/or (ii) require that, subject to Section 2.11 hereof2.9(b), all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (aA) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, 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 a Eurodollar Loanhereby, then, by written notice to the Borrower and the Administrative AgentBorrower, such Lender may Bank may: (i1) declare Declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from such Bank hereunder and/or unless such declaration is subsequently withdrawn; and (ii2) require that, subject to Section 2.11 hereof, Require that all outstanding Eurodollar Loans made by it be converted to Alternate Base Floating Rate Loans, whereupon in which event (a) all of such Eurodollar Loans shall be automatically be converted to Alternate Base Floating Rate Loans, Loans as of the effective date of such notice as provided in paragraph (B) below and (b) below. Such Lender's pro rata portion all payments and prepayments of any subsequent principal that would otherwise have been applied to repay the converted Eurodollar Loan shall, instead, Loans shall instead be an Alternate Base applied to repay the Floating Rate Loan unless Loans resulting from the conversion of such declaration is subsequently withdrawnEurodollar Loans. (bB) A For purposes of this Paragraph 2.9, a notice to the Borrower by any Lender Bank pursuant to paragraph (aA) above shall be effective for purposes of clause (ii) thereofeffective, if lawful, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other cases, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and Borrower, the Administrative Agent, such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter be made by hereunder, whereupon the Borrower shall be prohibited from requesting such Lender Eurodollar Loans hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.10, all outstanding Eurodollar Loans made by it be converted to an Alternate Base Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to an Alternate Base Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.14, a notice to the Borrower by any Lender the Bank pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in any other provision of this Credit Agreement, if any change after the date hereof Change in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent, . (i) such Lender may (i) declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder and/or (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for #85239856v39 such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate ABR Loans, whereupon in which event all of such Eurodollar Loans shall be automatically be converted to Alternate Base Rate Loans, ABR Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof Change in Applicable Law, guideline Law or order, regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, 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 a Eurodollar LoanAdvance, then, by written notice to the Borrower and Borrowers, the Administrative Agent, such Lender may Lenders may: (i) declare that Eurodollar Loans Advances will not thereafter be made by such the Lenders hereunder, whereupon the Borrowers shall be prohibited from requesting Advances from the Lender hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans Advances made by it be converted to Alternate Base Rate LoansAdvances with interest based on the Lender Funding Cost (“LFC Advances”), whereupon in which event (x) all of such Eurodollar Loans Advances shall be automatically be converted to Alternate Base Rate Loans, LFC Advances as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion below and (y) all payments and prepayments of any subsequent Eurodollar Loan shall, instead, principal which would otherwise have been applied to repay the converted Advances shall instead be an Alternate Base Rate Loan unless applied to repay the LFC Advances resulting from the conversion of such declaration is subsequently withdrawnAdvances. (b) A For purposes of this Section 10, a notice to the Borrower Borrowers by any Lender the Lenders pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereofeffective, if lawful, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other cases, such notice shall be effective on the date day of receipt of such notice by the BorrowerBorrowers.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower Borrowers and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.9(b), all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower Borrowers by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the BorrowerBorrowers.

Change in Legality. (a) Notwithstanding anything to ------------------ the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.10(b), all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, shall make it unlawful for any Lender of the Banks to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan, then, by written notice to the Borrower and Borrowers, the Administrative Agent, on behalf of such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrowers shall be prohibited from requesting such Eurodollar Loans from such Bank hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.30, all outstanding Eurodollar Loans made by it be converted to an Alternate Base Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to an Alternate Base Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.29, a notice to the Borrower Borrowers by any Lender the Agent pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.11(b), all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion ’s Pro Rata Share of any subsequent Borrowing of Eurodollar Loan Loans shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and Loan and, in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (aA) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, 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 a Eurodollar Loanhereby, then, by written notice to the Borrower and the Administrative AgentBorrower, such Lender may Bank may: (i1) declare Declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from the Banks hereunder and/or unless such declaration is subsequently withdrawn; and (ii2) require that, subject to Section 2.11 hereof, Require that all outstanding Eurodollar Loans made by it be converted to Alternate Base Floating Rate Loans, whereupon in which event (a) all of such Eurodollar Loans shall be automatically be converted to Alternate Base Floating Rate Loans, Loans as of the effective date of such notice as provided in paragraph (B) below, and (b) below. Such Lender's pro rata portion all payments and prepayments of any subsequent principal that would otherwise have been applied to repay the converted Eurodollar Loan shall, instead, Loans shall instead be an Alternate Base applied to repay the Floating Rate Loan unless Loans resulting from the conversion of such declaration is subsequently withdrawnEurodollar Loans. (bB) A For purposes of this Section 2.12, a notice to the Borrower by any Lender Bank, pursuant to paragraph (aA) above above, shall be effective for purposes of clause (ii) thereofeffective, if lawful, on the last day of the then current Eurodollar Interest Period for each outstanding Eurodollar LoanPeriod; and in all other cases, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower Borrowers and the Administrative Agent, such Lender may may: (i) declare that Eurodollar Loans it will not thereafter make Eurodollar Loans hereunder, whereupon the Borrowers shall be made by prohibited from requesting such Eurodollar Loans from such Lender hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.17, all outstanding Eurodollar Loans made by it such Lender be converted to an Alternate Base Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to an Alternate Base Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.21, a notice to the Borrower Borrowers by any a Lender pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar Loan; and in all other casesPeriod, otherwise, such notice shall be effective on the date of receipt of such notice by the BorrowerBorrowers.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.11, all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate a Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (aA) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, 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 a Eurodollar Loanhereby, then, by written notice to the Borrower and the Administrative AgentBorrower, such Lender may Bank may: (i1) declare Declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from such Bank hereunder and/or unless such declaration is subsequently withdrawn; and (ii2) require that, subject to Section 2.11 hereof, Require that all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon in which event (a) all of such Eurodollar Loans shall be automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (B) below and (b) below. Such Lender's pro rata portion all payments and prepayments of any subsequent principal that would otherwise have been applied to repay the converted Eurodollar Loan shall, instead, Loans shall instead be an Alternate applied to repay the Base Rate Loan unless Loans resulting from the conversion of such declaration is subsequently withdrawnEurodollar Loans. (bB) A For purposes of this Paragraph 2.9, a notice to the Borrower by any Lender Bank pursuant to paragraph (aA) above shall be effective for purposes of clause (ii) thereofeffective, if lawful, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other cases, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof Initial Date in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower Borrowers and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.9(b), all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower Borrowers by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the BorrowerBorrowers.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, 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 a Eurodollar Loanhereby, then, by written notice to Borrowers and to the Borrower and the Administrative Agent, such Lender may 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 hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans made by it such Lender be converted to Alternate Base Rate Loans, whereupon in which event (A) all of such Eurodollar Loans shall be automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion below and (B) all payments of any subsequent principal which would otherwise have been applied to repay the converted Eurodollar Loan shall, instead, Loans shall instead be an applied to repay the Alternate Base Rate Loan unless Loans resulting from the conversion of such declaration is subsequently withdrawnEurodollar Loans. (b) A For purposes of Section 2.11(a) hereof, a notice to the Borrower Borrowers by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereofeffective, if lawful, on the last day of the then current Interest Period for or, if there are then two or more current Interest Periods, on the last day of each outstanding Eurodollar Loansuch Interest Period, respectively; and in all other casesotherwise, such notice shall be effective with respect to the Borrowers on the date of receipt of such notice by the BorrowerBorrowers.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline law or order, regulation or in the interpretation thereof (including, without limitation, any request, guideline or policy not having the force of law) by any Governmental Authority governmental authority charged with the administration thereof, thereof shall make it unlawful for any Lender 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, then, by written notice to the relevant Borrower and the Administrative Agent, such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the relevant Borrower shall be prohibited from requesting Eurodollar Loans from such Bank hereunder and/or unless and until such declaration is subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall be automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion below (notwithstanding the provisions of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawnSection 2.04). (b) A For purposes of this Section, a notice to the relevant Borrower by any Lender Bank pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereofwith respect to outstanding Eurodollar Loans, if lawful, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other cases, such notice shall be effective on the date of receipt of such notice by the relevant Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower Borrowers and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.14, all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate a Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower Borrowers by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the BorrowerBorrowers.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower Administrative Agent and the Administrative AgentBorrower, such Lender may may: (i) declare that Eurodollar Loans it will not thereafter make Eurodollar Loans hereunder, whereupon the Borrower shall be made by prohibited from requesting such Eurodollar Loans from such Lender hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.10, all outstanding Eurodollar Loans made by it such Lender be converted to an Alternate Base Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to an Alternate Base Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.14, a notice to the Borrower by any a Lender pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration thereof, shall make it unlawful for any Lender to make or maintain any Eurodollar LIBO Rate Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar LIBO Rate Loan, then, by written notice to the Borrower Parent and the Administrative Agent, Agent such Lender may (i) declare that Eurodollar LIBO Rate Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.8, all outstanding Eurodollar LIBO Rate Loans made by it be converted to Alternate Base Rate Loans, Loans whereupon all of such Eurodollar LIBO Rate Loans shall automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion ’s Pro Rata Share of any subsequent Eurodollar LIBO Rate Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower Parent by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar LIBO Rate Loan; and in all other cases, on the date of receipt of such notice by the BorrowerBorrowers.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and Borrower, the Administrative Agent, such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter be made by hereunder, whereupon the Borrower shall be prohibited from requesting such Lender Eurodollar Loans hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.15, all outstanding Eurodollar Loans made by it be converted to an Alternate Base Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to an Alternate Base Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.18, a notice to the Borrower by any Lender the Bank pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration thereof, shall make it unlawful for any Group Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan, then, by written notice to the Borrower Borrowers and the Administrative Agent, Agent such Group Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Group Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.11, all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, Loans whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Group Lender's pro rata portion ’s Pro Rata Share of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower Borrowers by any Group Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the BorrowerBorrowers.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the administration or 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.10, all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate a Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the BorrowerBorrower (or sooner if required by Applicable Law).

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower Parent and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.9(b), all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower Parent by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the BorrowerParent.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, shall make it unlawful for any Lender of the Banks to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan, then, any such affected Bank shall notify the Agent of same and, by written notice to the Borrower and Borrower, the Administrative Agent, on behalf of such Lender may Bank shall: (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from such Bank hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 2.13 hereof, all outstanding Eurodollar Loans made by it such Bank be converted to an Alternate Base Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to an Alternate Base Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.12, a notice to the Borrower by any Lender the Agent pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, Agent such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof3.6, all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, Loans whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion ’s Percentage of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, shall make it unlawful for any Lender of the Banks to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan, then, by written notice to the Borrower and Borrower, the Administrative Agent, on behalf of such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrower shall be prohibited from requesting such Eurodollar Loans from such Bank hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.21, all outstanding Eurodollar Loans made by it be converted to an Alternate Base Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to an Alternate Base Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.20, a notice to the Borrower by any Lender the Agent pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) a. Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, or interpretation thereof shall make it unlawful for any Lender Bank to make or maintain any Eurodollar Loan LIBOR Advance or to give effect to its obligations to make LIBOR Advances as contemplated hereby with respect to a Eurodollar Loanhereby, then, by written notice to the Borrower and the Administrative AgentBorrower, such Lender may Bank may: (i) declare Declare that Eurodollar Loans LIBOR Advances will not thereafter be made by Bank hereunder, whereupon the Borrower shall be prohibited from requesting LIBOR Advances from the Banks hereunder unless such Lender hereunder and/or declaration is subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, Require that all outstanding Eurodollar Loans LIBOR Advances made by it be converted to Alternate Base Rate LoansIndex Advances, whereupon in which event (A) all of such Eurodollar Loans LIBOR Advances shall be automatically be converted to Alternate Base Rate Loans, Index Advances as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion , and (B) all payments and prepayments of any subsequent Eurodollar Loan shall, instead, principal that would otherwise have been applied to repay the converted LIBOR Advances shall instead be an Alternate Base Rate Loan unless applied to repay the Index Advances resulting from the conversion of such declaration is subsequently withdrawnLIBOR Advances. (b) A b. For purposes of this Paragraph 2.11, a notice to the Borrower by any Lender Bank, pursuant to paragraph (a) above above, shall be effective for purposes of clause (ii) thereofeffective, if lawful, on the last day of the then current LIBOR Interest Period for each outstanding Eurodollar LoanPeriod; and in all other cases, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof in Applicable Law, guideline any or order, regulation or in the interpretation thereof by any Governmental Authority Tribunal charged with the administration thereof, 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 a Eurodollar Loanhereby, then, by written notice to the Borrower and to the Administrative AgentAgents, such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from such Bank hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon in which event (A) all of such Eurodollar Loans shall be automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion below and (B) all payments and prepayments of any subsequent principal which would otherwise have been applied to repay the converted Eurodollar Loan shall, instead, Loans shall instead be an Alternate applied to repay the Base Rate Loan unless Loans resulting from the conversion of such declaration is subsequently withdrawnEurodollar Loans. (b) A For purposes of this Section 2.14, a notice to the Borrower (with a copy to the Agent) by any Lender Bank pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice thereof by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, 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 a Eurodollar Loanhereby, then, by written notice to the Borrower and to the Administrative Agent, such Lender may 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 hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans made by it such Lender be converted to Alternate Base Rate Loans, whereupon in which event (A) all of such Eurodollar Loans shall be automatically be converted to Alternate Base Rate Loans, Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion below and (B) all payments of any subsequent principal which would otherwise have been applied to repay the converted Eurodollar Loan shall, instead, Loans shall instead be an applied to repay the Alternate Base Rate Loan unless Loans resulting from the conversion of such declaration is subsequently withdrawnEurodollar Loans. (b) A For purposes of Section 2.11(a) hereof, a notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause effective, (iix) thereof, if lawful, on the last day of the then current Interest Period for or, if there are then two or more current Interest Periods, on the last day of each outstanding Eurodollar Loan; and in all other casessuch Interest Period, respectively or (y) otherwise, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.12, all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate a Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, shall make it unlawful for any Lender of the Banks to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan, then, by written notice to the Borrower and Borrower, the Administrative Agent, on behalf of such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrower shall be prohibited from requesting such Eurodollar Loans from such Bank hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.22, all outstanding Eurodollar Loans made by it be converted to Alternate Base a Prime Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to Alternate Base a Prime Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.21, a notice to the Borrower by any Lender the Agent pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementherein contained, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof, 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 a Eurodollar Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or hereunder, whereupon any request by any Borrower for a Eurodollar Borrowing shall, as to such Lender only, be deemed a request for an Alternate Base Rate Loan, as applicable unless such declaration shall be subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate Loans, whereupon in which event all of such Eurodollar Loans shall be automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph Section 5.9(b). In the event any Lender shall exercise its rights under (bi) below. Such Lender's pro rata portion or (ii) above, all payments and prepayments of any subsequent principal which would otherwise have been applied to repay the Eurodollar Loan shall, instead, Loans made by such Lender or the converted Eurodollar Loans of such Lender shall instead be an applied to repay the Alternate Base Rate Loan unless Loans, made by such declaration is subsequently withdrawnLender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) A For purposes of Section 5.9(a), a notice to the Borrower Agent by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, as to each Eurodollar Loan on the last day of the current each applicable Interest Period for each outstanding Eurodollar Loan; and in all other cases, on the date of receipt of such notice by the BorrowerPeriod.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and Borrower, the Administrative Agent, such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter be made by hereunder, whereupon the Borrower shall be prohibited from requesting such Lender Eurodollar Loans hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 hereof2.06, all outstanding Eurodollar Loans made by it be converted to Alternate Base a Prime Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to an Alternate Base Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.20, a notice to the Borrower by any Lender the Bank pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementany other provision herein, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof, 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 a any Eurodollar Loan, then, by written notice to the Borrower Company and to the Administrative Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or may: (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans Loans, made by it be converted to Alternate Base Rate ABR Loans, whereupon in which event all of such Eurodollar Loans Loans, shall be automatically be converted to Alternate Base Rate ABR Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any subsequent principal which would otherwise have been applied to repay the Eurodollar Loan shallLoans, insteadthat would have been made by such Lender or the converted Eurodollar Loans, of such Lender shall instead be an Alternate Base Rate Loan unless applied to repay the ABR Loans, made by such declaration is subsequently withdrawnLender in lieu of, or resulting from the conversion of, such Eurodollar Loans. (b) A For purposes of this Section 2.14, a notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereofas to each Eurodollar Loan, if lawful, on the last day of the current Interest Period for each outstanding currently applicable to such Eurodollar Loan; and in all other cases, cases such notice shall be effective on the date of receipt of such notice by the Borrowerreceipt.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementany other provision herein, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof, 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 a any Eurodollar Loan, then, by written notice to the Borrower Company and to the Administrative Agent, such Lender may may: (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder and/or hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurodollar Competitive Loan and any request for a Eurodollar Standby Loan shall, as to such Lender only, be deemed a request for an ABR Loan, unless such declaration shall be subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans Loans, made by it be converted to Alternate Base Rate ABR Loans, whereupon in which event all of such Eurodollar Loans Loans, shall be automatically be converted to Alternate Base Rate ABR Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.14, a notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereofas to each Eurodollar Loan, if lawful, on the last day of the current Interest Period for each outstanding currently applicable to such Eurodollar Loan; and in all other cases, cases such notice shall be effective on the date of receipt of such notice by the Borrowerreceipt.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the administration or 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 Rate Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Rate Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar Rate Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.11 hereof2.10, all outstanding Eurodollar Rate Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar Rate Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's ’s pro rata portion of any subsequent Eurodollar Rate Loan shall, instead, be an Alternate a Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar Rate Loan; and in all other cases, on the date of receipt of such notice by the BorrowerBorrower (or sooner if required by Applicable Law).

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreementany other provision herein, if any change after the date hereof in Applicable Law, guideline any law or order, regulation or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, 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 a any Eurodollar Loan, then, by written or telecopy notice to the Borrower and to the Administrative Agent, such Lender may Bank may: (i) declare that Eurodollar Loans will not thereafter deemed a request for an ABR Loan unless such declaration shall be made by such Lender hereunder and/or subsequently withdrawn; and (ii) require that, subject to Section 2.11 hereof, that all outstanding Eurodollar Loans made by it be converted to Alternate Base Rate ABR Loans, whereupon in which event all of such Eurodollar Loans shall be automatically be converted to Alternate Base Rate Loans, ABR Loans as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion In the event any Bank shall exercise its rights under (i) or (ii) above, all payments and prepayments of any subsequent principal which would otherwise have been applied to repay the Eurodollar Loan shallLoans that would have been made by such Bank or the converted Eurodollar Loans of such Bank shall instead be applied to repay the ABR Loans made by such Bank in lieu of, insteador resulting from the conversion of, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawnEurodollar Loans. (b) A For purposes of this Section 2.14, a notice to the Borrower by any Lender pursuant to paragraph (a) above Bank shall be effective for purposes of clause (ii) thereofas to each Eurodollar Loan, if lawful, on the last day of the current Interest Period for each outstanding currently applicable to such Eurodollar Loan; and in all other cases, cases such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Law, guideline or order, or in the interpretation thereof by any Governmental Authority charged with the administration 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 a Eurodollar LIBOR Loan, then, by written notice to the Borrower and the Administrative Agent, such Lender may (i) declare that Eurodollar LIBOR Loans will not thereafter be made by such Lender hereunder for as long as such condition may be continuing, and/or (ii) require that, subject to Section 2.11 hereof2.8(b), all outstanding Eurodollar LIBOR Loans made by it be converted to Alternate Base Rate Loans, whereupon all of such Eurodollar LIBOR Loans shall automatically be converted to Alternate Base Rate Loans, as of the effective date of such notice as provided in paragraph (b) below. Such Lender's ’s pro rata portion of any subsequent Eurodollar LIBOR Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A notice to the Borrower by any Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding Eurodollar LIBOR Loan; and in all other cases, on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, shall make it unlawful for any Lender the Bank to make or maintain maintained any Eurodollar Fixed Rate Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Fixed Rate Loan, then, by written notice to the Borrower and Borrower, the Administrative Agent, such Lender may Bank may: (i1) declare that Eurodollar Fixed Rate Loans will not thereafter be made by hereunder, whereupon the Borrower shall be prohibited from requesting such Lender Fixed Rate Loans hereunder and/or unless such declaration is subsequently withdrawn; and (ii2) require that, subject to Section 2.11 the provisions hereof, all outstanding Eurodollar Fixed Rate Loans made by it be converted to Alternate Base a Prime Rate LoansLoan, whereupon all of such Eurodollar Fixed Rate Loans shall be automatically be converted to Alternate Base a Prime Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes hereof, a notice to the Borrower by any Lender the Bank pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Fixed Rate Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration thereof, shall make it unlawful for any Lender of the Banks to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan, then, any such affected Bank shall notify the Agent of same and, by written notice to the Borrower and Borrower, the Administrative Agent, on behalf of such Lender may Bank shall: (i) declare that Eurodollar Loans will not thereafter be made by such Lender Bank hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from such Bank hereunder and/or unless such declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 2.13 hereof, all outstanding Eurodollar Loans made by it such Bank be converted to Alternate Base a Prime Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to Alternate Base a Prime Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.12, a notice to the Borrower by any Lender the Agent pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.

Change in Legality. (a) Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement, if any change after the date hereof in Applicable Lawlaw, rule, regulation, guideline or order, or in the interpretation thereof by any Governmental Authority governmental authority charged with the administration 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 a Eurodollar Loan, then, by written notice to the Borrower and Borrower, the Administrative Agent, such Lender may Bank shall: (i) declare that Eurodollar Loans will not thereafter be made by the Bank hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from the Bank hereunder unless such Lender hereunder and/or declaration is subsequently withdrawn; and (ii) require that, subject to the provisions of Section 2.11 2.13 hereof, all outstanding Eurodollar Loans made by it the Bank be converted to Alternate Base a Prime Rate LoansLoan, whereupon all of such Eurodollar Loans shall be automatically be converted to Alternate Base a Prime Rate Loans, Loan as of the effective date of such notice as provided in paragraph (b) below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall, instead, be an Alternate Base Rate Loan unless such declaration is subsequently withdrawn. (b) A For purposes of this Section 2.12, a notice to the Borrower by any Lender the Bank pursuant to paragraph (a) above shall be effective effective, for the purposes of clause paragraph (iia) thereofabove, if lawful, and if any Eurodollar Loans shall then be outstanding, on the last day of the then current Interest Period for each outstanding Eurodollar LoanPeriod; and in all other casesotherwise, such notice shall be effective on the date of receipt of such notice by the Borrower.