Common use of Change in Legality Generally Clause in Contracts

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan or any EURIBOR Loan, or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or any EURIBOR Loan, then, upon written notice by such Lender to Administrative Borrower and the Funding Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; (ii) in the case of Dollar Denominated Loans, (x) such Lender may declare that Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurocurrency Loans, whereupon any request to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue an ABR Loan as such, or to convert a Eurocurrency Loan into an ABR Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurocurrency Loans made by such Lender shall be automatically converted to ABR Loans on the last day of the then current Interest 100 Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law); and (iii) in the case of Eurocurrency Loans that are GBP Denominated Loans or Swiss Franc Denominated Loans, or Dollar Denominated Loans of Swiss Borrower or U.K. Borrower, and in the case of EURIBOR Loans, the applicable Borrower shall repay all such outstanding Eurocurrency Loans or EURIBOR Loans, as the case may be, of such Lender on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Eurodollar RateSOFR Loan or any EURIBOR Loan, or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or any EURIBOR Eurodollar RateSOFR Loan, then, upon written notice by such Lender to Administrative Borrower the Designated Company and the Funding Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate;; and (ii) in the case of Dollar Denominated Loans, (x) such Lender may declare that Eurocurrency Eurodollar RateSOFR Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and ABR Fallback Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Eurodollar RateSOFR Loans, whereupon any request to convert an ABR a Fallback Rate Borrowing to a Eurocurrency Eurodollar RateSOFR Borrowing or to continue a Eurocurrency Eurodollar RateSOFR Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue an ABR a Fallback Rate Loan as such, or to convert a Eurocurrency Eurodollar RateSOFR Loan into an ABR a Fallback Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurocurrency Eurodollar RateSOFR Loans made by such Lender shall be automatically converted to ABR Fallback Rate Loans on the last day of the then current Interest 100 Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law); and (iii) in the case of Eurocurrency Loans that are GBP Denominated Loans or Swiss Franc Denominated Loans, or Dollar Denominated Loans of Swiss Borrower or U.K. Borrower, and in the case of EURIBOR Loans, the applicable Borrower shall repay all such outstanding Eurocurrency Loans or EURIBOR Loans, as the case may be, of such Lender on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).. 121

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if if, in the reasonable opinion of any Lender, any Change in Law or market conditions shall make it unlawful or impractical for any such Lender to make or maintain any Eurocurrency Loan or any EURIBOR Loan, or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or any EURIBOR Loan, then, upon written notice by such Lender to Administrative Borrower and the Funding Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; (ii) in the case of Dollar Denominated Loans, (x) such Lender may declare that Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and ABR Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans, whereupon any request to convert an ABR a Base Rate Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue an ABR a Base Rate Loan as such, or to convert a Eurocurrency Loan into an ABR a Base Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurocurrency Loans made by such Lender shall be automatically converted to ABR Base Rate Loans on the last day of the then current Interest 100 Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable lawApplicable Law); and (iii) in the case of Eurocurrency Loans that are GBP Denominated Loans or Swiss Franc Denominated Loans, or Dollar Denominated Loans of any Swiss Borrower or any U.K. BorrowerBorrower (other than European Swingline Loans denominated in Dollars), and in the case of EURIBOR Loans, the applicable Borrower shall repay all such outstanding Eurocurrency Loans or EURIBOR Loans, as the case may be, of such Lender on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable lawApplicable Law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan or any EURIBOR Loan, or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or any EURIBOR Loan, then, upon written notice by such Lender to Administrative Borrower and the Funding Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; (ii) in the case of Dollar Denominated Loans, (x) such Lender may declare that Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and ABR Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans, whereupon any request to convert an ABR a Base Rate Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue an ABR a Base Rate Loan as such, or to convert a Eurocurrency Loan into an ABR a Base Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurocurrency Loans made by such Lender shall be automatically converted to ABR Base Rate Loans on the last day of the then current Interest 100 Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable lawApplicable Law); and (iii) in the case of Eurocurrency Loans that are GBP Denominated Loans or Swiss Franc Denominated Loans, or Dollar Denominated Loans of Swiss Borrower or U.K. Borrower, and in the case of EURIBOR Loans, the applicable Borrower shall repay all such outstanding Eurocurrency Loans or EURIBOR Loans, as the case may be, of such Lender on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable lawApplicable Law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan or any EURIBOR Loan, or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or any EURIBOR Loan, then, upon written notice by such Lender to Administrative Borrower and the Funding Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; (ii) in the case of Dollar Denominated Loans, (x) such Lender may declare that Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurocurrency Loans, whereupon any request to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue an ABR Loan as such, or to convert a Eurocurrency Loan into an ABR Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurocurrency Loans made by such Lender shall be automatically converted to ABR Loans on the last day of the then current Interest 100 Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law); and (iii) in the case of Eurocurrency Loans that are GBP Denominated Loans or Swiss Franc Denominated Loans, or Dollar Denominated Loans of Swiss Borrower or U.K. Borrower, and in the case of EURIBOR Loans, the applicable Borrower shall repay all such outstanding Eurocurrency Loans or EURIBOR Loans, as the case may be, of such Lender on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if if, in the reasonable opinion of any Lender, any Change in Law or market conditions shall make it unlawful or impractical for any such Lender to make or maintain any Eurocurrency Loan, any EURIBOR Loan or any EURIBOR RFR Loan, or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, any EURIBOR Loan or any EURIBOR RFR Loan, then, upon written notice by such Lender to Administrative Borrower and the Funding Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; (ii) in the case of Dollar Denominated Loans, (x) such Lender may declare that Eurocurrency Loans and Term RFR Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and ABR Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans or RFR Loans, whereupon (x) any request to (I) convert an ABR a Base Rate Borrowing to a Eurocurrency Borrowing or an RFR Borrowing or (II) to continue a Eurocurrency Borrowing oran RFR Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue an ABR a Base Rate Loan as such, or to convert a Eurocurrency Loan oran RFR Loan into an ABR a Base Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurocurrency Loans and RFR Loans made by such Lender shall be automatically converted to ABR Base Rate Loans on the last day of the then current Interest 100 Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law); and (iii) in the case of Eurocurrency Loans that are GBP Denominated Loans or Swiss Franc Denominated Loans, or Dollar Denominated Loans of Swiss Borrower or U.K. Borrower, and in the case of EURIBOR Loans, the applicable Borrower shall repay all such outstanding Eurocurrency Loans or EURIBOR Loans, as the case may be, of such Lender on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by Applicable Law unless not administratively feasible for the Administrative Agent); and (iii) in the case of any RFR Loans denominated in an Alternate Currency, EURIBOR Loans, Swiss Franc Denominated Loans, or Dollar Denominated Loans of the Swiss Borrower or any U.K. Borrower (other than European Swingline Loans denominated in Dollars), the applicable lawBorrower shall repay all such outstanding Loans, as the case may be, of such Lender on the last day of the then current Interest Period therefor (if any) or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by Applicable Law unless not administratively feasible for the Administrative Agent). In addition, if necessary to avoid to any illegality or impracticability addressed by this Section 2.12, the Administrative Agent shall compute the Base Rate without reference to clause (b) therein.

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if if, in the reasonable opinion of any Lender, any Change in Law or market conditions shall make it unlawful or impractical for any such Lender to make or maintain any Eurocurrency Loan or, any EURIBOR Loan or any EURIBOR RFR Loan, or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or, any EURIBOR Loan or any EURIBOR RFR Loan, then, upon written notice by such Lender to Administrative Borrower and the Funding Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; (ii) in the case of Dollar Denominated Loans, (x) such Lender may declare that Eurocurrency Loans and Term RFR Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and ABR Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans or RFR Loans, whereupon (x) any request to (I) convert an ABR a Base Rate Borrowing to a Eurocurrency Borrowing or an RFR Borrowing or (II) to continue a Eurocurrency Borrowing or RFR Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue an ABR a Base Rate Loan as such, or to convert a Eurocurrency Loan or RFR Loan into an ABR a Base Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Eurocurrency Loans and RFR Loans made by such Lender shall be automatically converted to ABR Base Rate Loans on the last day of the then current Interest 100 Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable law); and (iii) in the case of Eurocurrency Loans that are GBP Denominated Loans or Swiss Franc Denominated Loans, or Dollar Denominated Loans of Swiss Borrower or U.K. Borrower, and in the case of EURIBOR Loans, the applicable Borrower shall repay all such outstanding Eurocurrency Loans or EURIBOR Loans, as the case may be, of such Lender on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by Applicable Law unless not administratively feasible for the Administrative Agent); and (iii) in the case of Eurocurrency Loans that are GBP Denominatedany RFR Loans denominated in an Alternate Currency, EURIBOR Loans or, Swiss Franc Denominated Loans, or Dollar Denominated Loans of the Swiss Borrower or any U.K. Borrower (other than European Swingline Loans denominated in Dollars), and in the case of EURIBOR Loans, the applicable lawBorrower shall repay all such outstanding Eurocurrency Loans or EURIBOR Loans, as the case may be, of such Lender on the last day of the then current Interest Period therefor (if any) or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by Applicable Law unless not administratively feasible for the Administrative Agent).

Change in Legality Generally. Notwithstanding any other provision of this Agreement, if if, in the reasonable opinion of any Lender, any Change in Law or market conditions shall make it unlawful or impractical for any such Lender to make or maintain any Eurocurrency Loan or any EURIBOR Loan, or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or any EURIBOR Loan, then, upon written notice by such Lender to Administrative Borrower and the Funding Administrative Agent: (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall immediately terminate; (ii) in the case of Dollar Denominated Loans, (x) such Lender may declare that Eurocurrency Loans will not thereafter (for the duration of such unlawfulness) be continued for additional Interest Periods and ABR Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans, whereupon any request to convert an ABR a Base Rate Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period shall, as to such Lender only, be deemed a request to continue an ABR a Base Rate Loan as such, or to convert a Eurocurrency Loan into an ABR a Base Rate Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y) all such outstanding Eurocurrency Loans made by such Lender shall be automatically converted to ABR Base Rate Loans on the last day of the then current Interest 100 Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable lawApplicable Law); and (iii) in the case of Eurocurrency Loans that are GBP Denominated Loans or Swiss Franc Denominated Loans, or Dollar Denominated Loans of anythe Swiss Borrower or any U.K. BorrowerBorrower (other than European Swingline Loans denominated in Dollars), and in the case of EURIBOR Loans, the applicable Borrower shall repay all such outstanding Eurocurrency Loans or EURIBOR Loans, as the case may be, of such Lender on the last day of the then current Interest Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any applicable grace period permitted by applicable lawApplicable Law).. 1160299.01-CHISR1160299.03H-CHISR02A - MSW