Common use of Change in Legality Clause in Contracts

Change in Legality. Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party and the Issuing Bank, such Participating Bank may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank hereunder, whereupon the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunder; and (ii) require that all outstanding Eurodollar Rate Advances be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances as of the effective date of such notice as provided hereinbelow. Upon receipt of any such notice, the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party and the Agent.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advancehereby, then, by written notice to the Account Party Borrower and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances LIBOR Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for LIBOR Competitive Loans and the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Borrower shall be forthwith suspended until prohibited from requesting LIBOR Revolving Credit Loans from such Participating Bank shall withdraw Lender hereunder unless such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration is subsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances LIBOR Loans (in Dollars) made by it be Converted converted to Base Rate Advances, ABR Loans in which event (A) all Eurodollar Rate Advances such LIBOR Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelow. Upon receipt in Section 2.16(b) and (B) all payments and prepayments of any such notice, principal which would otherwise have been applied to repay the Agent converted LIBOR Loans shall promptly notify instead be applied to repay the Participating Banks thereof. Promptly upon becoming aware that ABR Loan resulting from the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt conversion of such withdrawing notice from such Participating BankLIBOR Loans. (b) For purposes of this Section 2.16, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank shall be effective as Lender pursuant to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice Section 2.16(a) shall be effective on the date of receipt thereof by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Regulatory Change shall make it unlawful for any Participating Bank to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations in respect of Eurodollar Loans as contemplated hereby with respect to any Eurodollar Rate Advancehereby, then, by prompt written notice to the Account Party Company and to the Issuing BankPaying Agent, such Participating Bank may: (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank hereunder, whereupon the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Company shall be forthwith suspended until prohibited from requesting Eurodollar Loans from such Participating Bank shall withdraw hereunder unless such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration is subsequently withdrawn; and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding Eurodollar Loan, require that all outstanding Eurodollar Rate Advances Loans with such Interest Periods made by it be Converted converted to Alternate Base Rate AdvancesLoans, in which event (A) all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Alternate Base Rate Advances Loans as of the effective date of such notice as provided hereinbelow. Upon receipt in paragraph (b) below and (B) all payments and prepayments of any such notice, principal which would otherwise have been applied to repay the Agent converted Eurodollar Loans shall promptly notify instead be applied to repay the Participating Banks thereof. Promptly upon becoming aware that Alternate Base Loans resulting from the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt conversion of such withdrawing notice from such Participating BankEurodollar Loans. (b) For purposes of this Section 2.13, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Company (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice with a copy to the Account Party Paying Agent) by any Participating Bank shall be effective as pursuant to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice paragraph (a) above shall be effective on the date of receipt thereof by the Account Party Company. Any Bank having furnished such a notice agrees to withdraw the same promptly following any Regulatory Change that makes it lawful for such Bank to make and maintain Eurodollar Loans. (c) If, with respect to any Bank, a condition arises or an event occurs which would, or would upon the Agentgiving of notice, result in the payment of amounts pursuant to Section 2.12 or permit such Bank, pursuant to this Section 2.13, to suspend its obligation to make Eurodollar Loans, such Bank, promptly upon becoming aware of the same, shall notify the Company thereof and shall take such steps as may reasonably be available to it (including, without limitation, changing its Applicable Lending Office) to mitigate the effects of such condition or event, provided that such Bank shall be under no obligation to take any step that, in its good faith opinion, would (a) result in its incurring any additional costs in performing its obligations hereunder and under any outstanding Loan (unless the Company has notified such Bank of the Company’s agreement to reimburse it for the same) or (b) be otherwise adverse to such Bank in a material respect.

Change in Legality. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c), if the adoption of or any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLIBOR Loan, then, by written or faxed notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances LIBOR Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by a Borrower for a LIBOR Borrowing shall, as to such Lender only, (A) in the right case of a LIBOR Borrowing to be denominated in Dollars, be deemed a request for a Base Rate Loan or (B) in the Account Party case of a LIBOR Borrowing to select Eurodollar Rate Advances for any Advance or Conversion be denominated in Euros, be ineffective (and such Lender shall not be obligated to make a Loan on account thereof), in each case, unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances LIBOR Loans made by it (A) that are denominated in Dollars be Converted converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBOR Loans shall automatically be automatically Converted to Base Rate Advances so converted as of the effective date of such notice as provided hereinbelow. Upon receipt in paragraph (b) below (with the interest rate on such Base Rate Loans of any such Lender, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Base Rate) or (B) that are denominated in Euros be prepaid promptly following the effective date of such notice. In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Agent LIBOR Loans that would have been made by such Lender or the converted LIBOR Loans of such Lender shall promptly notify instead be applied to repay the Participating Banks thereof. Promptly upon becoming aware that Loans made by such Lender in lieu of, or resulting from the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver LIBOR Loans. (b) For purposes of this Section 2.13, a notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance LIBOR Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLIBOR Loan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the Agentreceipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (i) any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (ii) at any Eurodollar Rate Advancetime the Required Lenders reasonably determine that the making or continuance of any LIBO Loans has become impracticable as a result of a contingency occurring after the Effective Date which adversely affects the London interbank market or the position of such Required Lenders in the London interbank market, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: Required Lenders may (ix) declare that Eurodollar Rate Advances LIBO Loans will not thereafter be made by such Participating Bank Lenders hereunder, whereupon any request by the right of the Account Party Borrower for a LIBO Borrowing shall, unless withdrawn, as to select Eurodollar such Lenders only, be deemed a request for a Prime Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (iiy) require that all outstanding Eurodollar LIBO Loans made by such Lenders be converted to Prime Rate Advances be Converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBO Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin SECTION 2.09(b). Upon receipt In the event any Lender shall exercise its rights under clause (i) or the Required Lenders shall exercise their rights under clause (ii) of any this SECTION 2.11(a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans that would have been made by such noticeLenders or the converted LIBO Loans of such Lenders, shall instead be applied to repay the Agent shall promptly notify Prime Rate Loans made by such Lenders in lieu of, or resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBO Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis SECTION 2.11, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank Borrower pursuant to SECTION 2.11(a) shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any LIBO Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrowers and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrowers and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrowers under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrowers and the Administrative Agent.

Change in Legality. Notwithstanding any other provision hereinof this Agreement, if the adoption any Change of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLIBO Loan, then, by written notice to the Account Party Borrower and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances LIBO Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued), whereupon the right any request for a Borrowing (or any continuation of the Account Party a Borrowing for an additional Interest Period) shall, as to select Eurodollar such Lender only, be deemed a request for a Base Rate Advances for any Advance Loan (or Conversion a continuation of a LIBO Loan as a Base Rate Loan), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Rate Advances LIBO Loans made by it be Converted converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBO Loans shall be automatically Converted converted to Base Rate Advances Loans as of the effective date of such notice as provided hereinbelowbelow. Upon receipt In the event any Lender shall exercise its rights under clauses (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the LIBO Loans that would have been made by such noticeLender or the converted LIBO Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBO Loans. For purposes of this clause (but the failure to do so shall impose no liability upon such Participating Bankd). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance LIBO Loan made by such Lender, if lawful, on the last day of the Interest Period currently then applicable to such Eurodollar Rate AdvanceLIBO Loan (which shall be a Scheduled Payment Date); provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Closing Date shall make it unlawful for any Participating Bank a Lender to make or maintain any a Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any a Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: Lender may (ix) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party to select Borrower for a Eurodollar Rate Advances Loan shall, unless withdrawn, as to such Lender only, be deemed a request for any Advance or Conversion a Base Rate Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (iiy) require that all outstanding Eurodollar Rate Advances Loans made by such Lender be Converted converted to Base Rate AdvancesLoans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances Loans as of the effective date of such notice as provided hereinbelowin Section 2.02. Upon receipt In the event any Lender shall exercise its rights hereunder, all payments and prepayments of any principal which would otherwise have been applied to repay the Eurodollar Rate Loans that would have been made by such noticeLender or the converted Eurodollar Rate Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Rate Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 3.02, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank Borrower pursuant to Section 3.02(a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by if any Participating Bank shall be effective as to each Eurodollar Rate Advance Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the right of the Account Party Borrower for a Eurodollar Standby Borrowing shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance an ABR Loan (or for a Conversion thereto pursuant to Section 2.05) unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the Converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existConversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.14, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change after the date of this Agreement in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank a Lender to make or maintain any a Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Lender determines that the making or continuance of any of its Eurodollar Rate AdvanceLoans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in such market, then, by written notice to the Account Party and the Issuing BankBorrowers, such Participating Bank may: Lender may (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Borrowers for a Eurodollar Borrowing shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.16, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrowers by any Lender pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any Eurodollar Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawfulPeriod, otherwise, such notice shall be effective on the date of receipt by the Account Party and the AgentBorrowers.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Restatement Date shall make it unlawful for any Participating Bank a Lender to make or maintain any a Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any a Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: Lender may (ix) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party to select Borrower for a Eurodollar Rate Advances Loan shall, unless withdrawn, as to such Lender only, be deemed a request for any Advance or Conversion a Base Rate Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (iiy) require that all outstanding Eurodollar Rate Advances Loans made by such Lender be Converted converted to Base Rate AdvancesLoans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances Loans as of the effective date of such notice as provided hereinbelowin Section 2.02. Upon receipt In the event any Lender shall exercise its rights hereunder, all payments and prepayments of any principal which would otherwise have been applied to repay the Eurodollar Rate Loans that would have been made by such noticeLender or the converted Eurodollar Rate Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Rate Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 3.02, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank Borrower pursuant to Section 3.02(a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by if any Participating Bank shall be effective as to each Eurodollar Rate Advance Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any Eurodollar Rate Advancetime any Lender determines that the making or continuance of any of its LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Account Party and the Issuing BankLead Borrower, such Participating Bank may: Lender may (i) declare that Eurodollar Rate Advances LIBO Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Borrowers for a LIBO Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Prime Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar LIBO Loans made by it be converted to Prime Rate Advances be Converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBO Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans that would have been made by such noticeLender or the converted LIBO Loans of such Lender shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBO Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.26, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Lead Borrower by any Participating Bank Lender pursuant to paragraph (a) above shall be effective as to each Eurodollar Rate Advance effective, and if any LIBO Loans shall then be outstanding, on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentLead Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Regulatory Change shall make it unlawful for any Participating Bank to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations in respect of Eurodollar Loans as contemplated hereby with respect to any Eurodollar Rate Advancehereby, then, by prompt written notice to the Account Party Company and to the Issuing BankAdministrative Agent, such Participating Bank may: (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank hereunder, whereupon the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Company shall be forthwith suspended until prohibited from requesting Eurodollar Loans from such Participating Bank shall withdraw hereunder unless such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration is subsequently withdrawn; and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding Eurodollar Loan, require that all outstanding Eurodollar Rate Advances Loans with such Interest Periods made by it be Converted converted to Alternate Base Rate AdvancesLoans, in which event (A) all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Alternate Base Rate Advances Loans as of the effective date of such notice as provided hereinbelow. Upon receipt in paragraph (b) below and (B) all payments and prepayments of any such notice, principal which would otherwise have been applied to repay the Agent converted Eurodollar Loans shall promptly notify instead be applied to repay the Participating Banks thereof. Promptly upon becoming aware that Alternate Base Loans resulting from the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt conversion of such withdrawing notice from such Participating BankEurodollar Loans. (b) For purposes of this Section 2.13, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Company (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice with a copy to the Account Party Administrative Agent) by any Participating Bank shall be effective as pursuant to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice paragraph (a) above shall be effective on the date of receipt thereof by the Account Party Company. Any Bank having furnished such a notice agrees to withdraw the same promptly following any Regulatory Change that makes it lawful for such Bank to make and maintain Eurodollar Loans. (c) If, with respect to any Bank, a condition arises or an event occurs which would, or would upon the Agentgiving of notice, result in the payment of amounts pursuant to Section 2.12 or permit such Bank, pursuant to this Section 2.13, to suspend its obligation to make Eurodollar Loans, such Bank, promptly upon becoming aware of the same, shall notify the Company thereof and shall take such steps as may reasonably be available to it (including, without limitation, changing its Applicable Lending Office) to mitigate the effects of such condition or event, provided that such Bank shall be under no obligation to take any step that, in its good faith opinion, would (a) result in its incurring any additional costs in performing its obligations hereunder and under any outstanding Loan (unless the Company has notified such Bank of the Company’s agreement to reimburse it for the same) or (b) be otherwise adverse to such Bank in a material respect.

Change in Legality. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c), if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLIBOR Loan, then, by written or telecopy notice to the Account Party Alcoa and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances LIBOR Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any request by a Borrower for a LIBOR Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Base Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances LIBOR Loans made by it be Converted converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBOR Loans shall automatically be automatically Converted to Base Rate Advances so converted as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of any principal which would otherwise have been applied to repay the LIBOR Loans that would have been made by such noticeLender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver LIBOR Loans. (b) For purposes of this Section 2.13, a notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance LIBOR Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLIBOR Loan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the Agentreceipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change after the date of this Agreement in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank a Lender to make or maintain any a Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Lender determines that the making or continuance of any of its Eurodollar Rate AdvanceLoans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in such market, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: Lender may (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Borrower for a Eurodollar Borrowing shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.16, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrower by any Lender pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any Eurodollar Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawfulPeriod, otherwise, such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow herein below or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrower and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrower and the Administrative Agent.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Body charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written or telecopy notice to the Account Party Borrower and to the Issuing BankAgent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the right of the Account Party Borrower for a Eurodollar Standard Borrowing shall, as to select Eurodollar Rate Advances for any Advance or Conversion such Lender only, be without effect and void unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require (if required by law to do so) that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesCD Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances CD Loans with an Interest Period agreed upon by the Borrower and such Lender as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the Loans of such Lender resulting from the conversion of such Eurodollar Loans. The Borrower may in any event prepay any Loan resulting from the conversion of any Eurodollar Loan under this Section within five Business Days after such noticeconversion. (b) For purposes of this Section 2.14, the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party Borrower. (c) In the event that any Lender shall (i) give Borrower any notice contemplated by, or exercise its rights under, this Section 2.14 or (ii) unless Borrower shall fail to meet the conditions set forth at Section 4.01, any Lender for any reason fails to fund any Loan, the Borrower may at any time terminate the Commitment of the Lender and repay any outstanding Loans of such Lender (together with all accrued interest and Facility Fee and Utilization Fee, if any) on the Agenteffective date of such termination, which repayment, if any, shall be without premium, penalty or other cost of any kind and shall not be subject to the requirements of Sections 2.15 and 2.12(d).

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change after the date of this Agreement in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank a Lender to make or maintain any a Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Lender determines that the making or continuance of any of its Eurodollar Rate AdvanceLoans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in such market, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: Lender may (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Borrower for a Eurodollar Borrowing shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.19, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrower by any Lender pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any Eurodollar Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawfulPeriod, otherwise, such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the adoption of or date hereof, any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted to Base Rate Advancesconverted into ABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted to Base Rate Advances converted into ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.14, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. Notwithstanding any other provision herein, if the adoption of or any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Fixed Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Fixed Rate AdvanceLoan (including, without limitation, as a result of a restriction on an Available Currency), then, by written notice to the Account Party Borrower and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar the applicable Fixed Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any request for such a Fixed Rate Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a dollar Loan (accruing interest as an ABR Loan, or if it is a Swingline Loan, as a Federal Funds Effective Rate Advances for any Advance or Conversion Loan) unless such declaration shall be forthwith suspended until subsequently withdrawn (any Lender delivering such Participating Bank shall a declaration hereby agreeing to withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Fixed Rate Advances Loans affected by the illegality made by it be Converted either (A), if such Loans are dollar Loans, converted to Base Rate AdvancesABR Revolving Loans or dollar Swingline Loans, in which event all Eurodollar such Fixed Rate Advances Loans shall be automatically Converted to Base Rate Advances converted as of the effective date of such notice as provided hereinbelowbelow, or (B) repaid if such Fixed Rate Loan is denominated in any other Available Currency. Upon receipt In the event any Lender shall exercise its rights under clauses (i) or (ii) above of any this paragraph (b), all payments and prepayments of principal which would otherwise have been applied to repay the affected Fixed Rate Loans that would have been made by such noticeLender or the converted Fixed Rate Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver Fixed Rate Loans. For purposes of this Section, a notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Fixed Rate Advance Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Fixed Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the Agentreceipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained (but subject to Section 2.21), if after the adoption date of or ---- this Agreement any change in any law or regulation or in the interpretation thereof or administration thereof any new law, regulation or interpretation by any governmental authority Governmental Authority charged with the administration or interpretation thereof or any judgment, order or directive of any competent court, tribunal or authority shall make it unlawful for any Participating Bank Lender or its Applicable Lending Office to make or maintain any Eurodollar Rate Advance LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLIBOR Loan (collectively, an "Illegality"), then, by written notice to the Account Party Borrower and to the Issuing BankServicing Agent, such Participating Bank mayLender, so long as such Illegality continues to exist: (i) may declare that Eurodollar Rate Advances LIBOR Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right Borrower for a LIBOR Borrowing (x) shall, as to such Lender only, be deemed a request for an ABR Borrowing or (y) at the option of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Borrower, shall be forthwith suspended until such Participating Bank shall withdraw such notice withdrawn as provided hereinbelow or shall cease to be a Participating Bank hereunderthe Lender prior to the time for making the Borrowing; and (ii) require shall promptly enter into negotiations with the Borrower and negotiate in good faith to agree to a solution to such Illegality; provided, however, that all if such an agreement has not been reached by the date at which such change in law is given effect with respect to the outstanding Eurodollar Rate Advances be Converted to Base Rate AdvancesLIBOR Loans of such Lender, in which event all Eurodollar Rate Advances the Borrower shall immediately prepay the affected Loans. (b) For purposes of this Section 2.16, a notice by a Lender shall be automatically Converted to Base Rate Advances as of the effective date of such notice as provided hereinbelow. Upon receipt of any such notice, the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be ---- effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the then current Interest Period currently applicable to such Eurodollar Rate Advancewith respect thereto; provided provided, however, that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by if there are no outstanding LIBOR Loans; provided further, that if it is not lawful for such Lender to maintain any Loan in its current form until the Account Party and end of the AgentInterest Period applicable thereto, then the notice shall be effective upon receipt. (c) Each Lender that has delivered a notice of Illegality pursuant to paragraph (a) above agrees that it will notify the Borrower as soon as practicable if the conditions giving rise to the Illegality cease to exist.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Closing Date shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance or a Loan bearing interest by reference to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advancethe Adjusted LIBO Rate, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: Lender may (ix) declare that Eurodollar Loans bearing interest by reference to the Adjusted LIBO Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of Borrower for a LIBO Loan shall, as to such Lender only, be deemed a request for a Prime Rate Loan (the Account Party interest on which, if applicable, will be determined without reference to select Eurodollar Rate Advances for any Advance or Conversion the Adjusted LIBO Rate) unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (iiy) require that all outstanding Eurodollar LIBO Loans made by such Lender to be converted to Prime Rate Advances Loans (the interest on which, if applicable, will be Converted determined without reference to Base Rate Advancesthe Adjusted LIBO Rate), in which event all Eurodollar Rate Advances such LIBO Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin SECTION 2.09(b). Upon receipt In the event any Lender shall exercise its rights hereunder, all payments and prepayments of any principal which would otherwise have been applied to repay the LIBO Loans that would have been made by such noticeLender or the converted LIBO Loans of such Lender, shall instead be applied to repay the Agent shall promptly notify Prime Rate Loans made by such Lender in lieu of, or resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBO Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis SECTION 2.10, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank Borrower pursuant to SECTION 2.10(a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any LIBO Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the adoption of or date hereof, any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing Bank, such Participating Bank may: Administrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.15, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance LIBOR Loan or B/A or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advancehereby, then, by written notice to the Account Party Borrower or the Canadian Borrower, as applicable and to the Administrative Agent and the Issuing BankCanadian Agent, as applicable, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances LIBOR Loans or B/As will not thereafter be made by such Participating Bank Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for LIBOR Competitive Loans and the right of Borrower and the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Canadian Borrower shall be forthwith suspended until prohibited from requesting LIBOR Revolving Credit Loans or B/As from such Participating Bank shall withdraw Lender hereunder unless such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration is subsequently withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Loans (in Dollars) or B/As made by it be converted to ABR Loans or C$ Prime Rate Advances be Converted to Base Rate AdvancesLoans, respectively, in which event (A) all Eurodollar Rate Advances such LIBOR Loans or B/As shall be automatically Converted converted to Base ABR Loans or C$ Prime Rate Advances Loans, respectively, as of the effective date of such notice as provided hereinbelow. Upon receipt in Section 2.16(b) and (B) all payments and prepayments of any such noticeprincipal which would otherwise have been applied to repay the converted LIBOR Loans or B/As shall instead be applied to repay the ABR Loans or C$ Prime Rate Loans, as the Agent shall promptly notify case may be resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt conversion of such withdrawing notice from such Participating BankLIBOR Loans or B/As. (b) For purposes of this Section 2.16, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f)Borrower or the Canadian Borrower, such Participating Bank shall use reasonable efforts to change as the jurisdiction of its Applicable Lending Officecase may be, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as Lender pursuant to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice Section 2.16(a) shall be effective on the date of receipt thereof by the Account Party and Borrower or the AgentCanadian Borrower, as the case may be.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if the adoption of or any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank subsequently withdrawn (and each Lender shall promptly withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration when such Lender determines that the circumstances giving rise thereto no longer exist); and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (a)(i) or (a)(ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.15, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan made by such Lender, if lawful, on the last day of the Interest Period currently then applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank a Revolving Credit Lender to make or maintain any Eurodollar Rate Advance a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any Eurodollar Rate Advancetime any Revolving Credit Lender determines that the making or continuance of any of its LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Revolving Credit Lender in the London interbank market, then, by written notice to the Account Party and the Issuing BankLead Borrower, such Participating Bank may: Revolving Credit Lender may (i) declare that Eurodollar Rate Advances LIBO Loans will not thereafter be made by such Participating Bank Revolving Credit Lender hereunder, whereupon any request by the right of the Account Party Lead Borrower for a LIBO Borrowing shall, as to select Eurodollar such Revolving Credit Lender only, be deemed a request for a Prime Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar LIBO Loans made by it be converted to Prime Rate Advances be Converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBO Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Revolving Credit Lender shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans that would have been made by such noticeRevolving Credit Lender or the converted LIBO Loans of such Revolving Credit Lender shall instead be applied to repay the Prime Rate Loans made by such Revolving Credit Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBO Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.25, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Lead Borrower by any Revolving Credit Lender pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness and would notany LIBO Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentLead Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Participating the Bank to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLIBOR Loan, then, by written notice to the Account Party and Borrower, the Issuing Bank, such Participating Bank may: (i) declare that Eurodollar Rate Advances LIBOR Loans will not thereafter be made by such Participating the Bank hereunder, whereupon the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Borrower shall be forthwith suspended until prohibited from requesting LIBOR Loans from the Bank hereunder unless such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration is subsequently withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Loans made by it be converted to Fluctuating Rate Advances be Converted to Base Rate AdvancesLoans, in which event (x) all Eurodollar Rate Advances such LIBOR Loans shall be automatically Converted converted to Base Fluctuating Rate Advances Loans as of the effective date of such notice as provided hereinbelow. Upon in paragraph (b) below and (y) all payments and prepayments of principal which would otherwise have been applied to repay the converted LIBOR Loans shall instead be applied to repay the Fluctuating Rate Loans resulting from the conversion of such LIBOR Loans. (b) For purposes of this Section, a notice to the Borrower by the Bank pursuant to paragraph (a) above shall be effective with respect to each LIBOR Loan, if lawful, on the last day of the then current Interest Period for such LIBOR Loan; in all other cases, such notice shall be effective on the day of receipt of by the Borrower and (ii) all references to the "Bank" shall be deemed to include any such notice, participant in any Commitment and/or the Agent shall promptly notify the Participating Banks thereofLoans. Promptly upon becoming aware that the circumstances that caused such Participating Bank giving rise to deliver such notice no longer exist, such Participating the Bank shall deliver notice thereof use its best efforts to notify the Account Party borrower that its obligation to make LIBOR Loans and the Agent withdrawing such prior notice (convert Loans into LIBOR Loans has been reinstated, but the its failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party and the AgentBank.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of introduction of, or any change in in, any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any request for a Eurodollar Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Base Rate Advances for any Advance or Conversion unless such declaration shall be forthwith suspended until subsequently withdrawn (any Lender delivering such Participating Bank shall a declaration hereby agreeing to withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Rate Advances made by it be Converted to Base Rate Advances, in which event all such Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances as of the effective date of such notice as provided hereinbelow. Upon receipt of any such notice, the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice in subsection (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminateb) below. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f)Section 2.12, such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness event of illegality and would not, in the sole reasonable determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Advances that would have been made by such Lender or the Converted Eurodollar Advances of such Lender shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the Conversion of, such Eurodollar Advances. (b) For purposes of this Section 2.12, a notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Advance, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the Agentreceipt.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance a LIBO Loan or BA Equivalent Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or BA Equivalent Loan or (y) at any Eurodollar Rate Advancetime any Lender determines that the making or continuance of any of its LIBO Loans or BA Equivalent Loan has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Account Party and the Issuing BankLead Borrower, such Participating Bank may: Lender may (i) declare that Eurodollar Rate Advances LIBO Loans or BA Equivalent Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Borrowers for a LIBO Borrowing or BA Equivalent Loan Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Prime Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar LIBO Loans or BA Equivalent Loans made by it be converted to Prime Rate Advances be Converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBO Loans or BA Equivalent Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans or BA Equivalent Loans that would have been made by such noticeLender or the converted LIBO Loans or BA Equivalent Loans of such Lender shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBO Loans or BA Equivalent Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.26, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrowers by any Lender pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any LIBO Loans or BA Equivalent Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentBorrowers.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of or any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender or its Applicable Lending Office to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by such Lender shall give written notice thereof to the Account Party Company and to the Issuing BankAdministrative Agent and as long as such illegality, limitation or impracticality continues to exist, such Participating Bank mayLender: (i) may declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party such Lender shall not submit a Competitive Bid in response to select a request for Eurodollar Rate Advances Competitive Loans, any request by any Borrower for any Advance or Conversion Eurodollar Loans shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require shall promptly enter into negotiations with the Company and negotiate in good faith to agree to a solution to such illegality, limitation or impracticability; provided, however, that all if such an agreement has not been reached by the date at which such Change in Law is given effect with respect to the outstanding Eurodollar Rate Advances be Converted Loans of such Lender, upon effective notice thereof pursuant to Base Rate Advancesparagraph (b) below, the applicable Borrower shall immediately prepay the affected Eurodollar Loans that have been rendered unlawful by such Change in which event all Eurodollar Rate Advances Law and shall be automatically Converted to Base Rate Advances as prepay any other affected Loan on the last day of the effective date of such notice as provided hereinbelow. Upon receipt of any such notice, the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous Interest Period currently applicable to such Participating Bank. Any Loan. (b) For purposes of this Section 2.15, a notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by receipt. (c) Each Lender that has delivered a notice pursuant to paragraph (a) above, if the Account Party and the Agentcircumstances giving rise to such notice cease to exist, shall notify each applicable Borrower thereof as soon as practicable.

Change in Legality. Notwithstanding any other provision herein, if the (i) any adoption or taking effect of or any Law, (ii) any change in any law or regulation Law or in the interpretation administration, interpretation, implementation or administration application thereof by any governmental authority charged with Governmental Authority or (iii) the administration making or interpretation thereof issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Authority (provided, that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law for purposes hereof, regardless of the date enacted, adopted or issued) shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing BankAdministrative Agent, such Participating Bank Lender may, until such time as the circumstances giving rise to such unlawfulness no longer exists: (iA) declare that Eurodollar Rate Advances Loans, and conversions to or continuations of Eurodollar Loans, will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Borrower for, or for conversion into or continuation of, Eurodollar Loans shall, as to select Eurodollar such Lender only, be deemed a request for, or for conversion into or continuation of, Base Rate Advances for any Advance or Conversion Loans, unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (iiB) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate Advances, Loans in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances as Loans. In the event any Lender shall exercise its rights under clause (A) or (B) above, all payments and prepayments of principal which would otherwise have been applied to repay the effective date Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such notice as provided hereinbelow. Upon receipt of any Lender shall instead be applied to repay the Base Rate Loans made by such noticeLender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party and the AgentLoans.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if after the adoption of or Effective Date any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar LIBO Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBO Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar LIBO Rate Advances Loans will not thereafter (for the duration of such unlawfulness or impracticality) be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Borrower shall be forthwith suspended until prohibited from requesting LIBO Rate Loans from such Participating Bank shall withdraw Lender hereunder unless such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration is subsequently withdrawn; and (ii) require that all outstanding Eurodollar LIBO Rate Advances Loans made by it be Converted converted to Base Reference Rate AdvancesLoans, in which event (A) all Eurodollar such LIBO Rate Advances Loans shall be automatically Converted converted to Base Reference Rate Advances Loans as of the effective end of the applicable Interest Period, unless an earlier conversion date is legally required, (B) all payments and prepayments of principal which would otherwise have been applied to repay the converted LIBO Rate Loans shall instead be applied to repay the Reference Rate Loans resulting from the conversion of such notice as provided hereinbelow. Upon receipt of any such notice, LIBO Rate Loans and (C) the Agent shall promptly notify Reference Rate Loans resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt conversion of such withdrawing notice from such Participating BankLIBO Rate Loans shall be prepayable only at the times the converted LIBO Rate Loans would have been prepayable, notwithstanding the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to provisions of Section 2.09. (b) Before giving any Participating Bank giving notice to the Account Party under Borrower and the Administrative Agent pursuant to this subsection (f)Section 2.12, such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, designate a different LIBOR Office if such change would designation will avoid the need for giving such unlawfulness notice and would not, will not in the sole determination judgment of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any For purposes of Section 2.12(a), a notice to the Account Party Borrower by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice Lender shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other ------------------- provision herein, if the adoption of or any change after the date hereof in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrowers and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by any Borrower for a Standby Borrowing comprised of Eurodollar Loans shall, as to such Lender only, be deemed a request for an ABR Loan or a CD Loan, as such Borrower shall elect by notice to the right Administrative Agent not later than 11:00 a.m., New York City time, one Business Day before such Borrowing, having an Interest Period (in the case of a CD Loan) as close as possible to the Account Party Interest Period applicable to select such Eurodollar Rate Advances for any Advance or Conversion Loans unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans or to CD Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base ABR Loans or, if JCPenney shall so notify the Administrative Agent on the date of such conversion and the Administrative Agent shall have determined that the Adjusted CD Rate Advances can be determined for the Interest Period in question, to CD Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans or CD Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. The parties hereto shall have the same rights and obligations in respect of a deemed request for a CD Loan pursuant to clause (i) above and any CD Loan made pursuant to paragraph (a) above, and the Commitments shall be utilized by any such noticeCD Loan, the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused as if such Participating Bank CD Loan were a Standby Loan requested and made pursuant to deliver such notice no longer existSection 2.04. (b) For purposes of this Section 2.14, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and Borrowers (in which case any CD Loan resulting from the Agentconversion of such Eurodollar Loan pursuant to clause (ii) of paragraph (a) above shall have an Interest Period as close as possible to the Interest Period applicable to such Eurodollar Loan).

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Regulatory Change shall make it unlawful for any Participating Bank to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations in respect of Eurodollar Loans as contemplated hereby with respect to any Eurodollar Rate Advancehereby, then, by prompt written notice to the Account Party Company and to the Issuing BankAdministrative Agent, such Participating Bank may: (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank hereunder, whereupon the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Company shall be forthwith suspended until prohibited from requesting Eurodollar Loans from such Participating Bank shall withdraw hereunder unless such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration is subsequently withdrawn; and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding Eurodollar Loan, require that all outstanding Eurodollar Rate Advances Loans with such Interest Periods made by it be Converted converted to Alternate Base Rate AdvancesLoans, in which event (A) all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Alternate Base Rate Advances Loans as of the effective date of such notice as provided hereinbelow. Upon receipt in paragraph (b) below and (B) all payments and prepayments of any such notice, principal which would otherwise have been applied to repay the Agent converted Eurodollar Loans shall promptly notify instead be applied to repay the Participating Banks thereof. Promptly upon becoming aware that Alternate Base Loans resulting from the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt conversion of such withdrawing notice from such Participating BankEurodollar Loans. (b) For purposes of this Section 2.14, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Company (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice with a copy to the Account Party Administrative Agent) by any Participating Bank shall be effective as pursuant to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice paragraph (a) above shall be effective on the date of receipt thereof by the Account Party Company. Any Bank having furnished such a notice agrees to withdraw the same promptly following any Regulatory Change that makes it lawful for such Bank to make and maintain Eurodollar Loans. (c) If, with respect to any Bank, a condition arises or an event occurs which would, or would upon the Agentgiving of notice, result in the payment of amounts pursuant to Section 2.13 or permit such Bank, pursuant to this Section 2.14, to suspend its obligation to make Eurodollar Loans, such Bank, promptly upon becoming aware of the same, shall notify the Company thereof and shall take such steps as may reasonably be available to it (including, without limitation, changing its Applicable Lending Office) to mitigate the effects of such condition or event, provided that such Bank shall be under no obligation to take any step that, in its good faith opinion, would (a) result in its incurring any additional costs in performing its obligations hereunder and under any outstanding Loan (unless the Company has notified such Bank of the Company's agreement to reimburse it for the same) or (b) be otherwise adverse to such Bank in a material respect.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained (but subject to Section 2.20), if after the adoption date of or this Agreement any change in any law or regulation or in the interpretation thereof or administration thereof any new law, regulation or interpretation by any governmental authority Governmental Authority charged with the administration or interpretation thereof or any judgment, order or directive of any competent court, tribunal or authority shall make it unlawful for any Participating Bank Lender or its Applicable Lending Office to make or maintain any Eurodollar Rate Advance LIBOR Loan or NIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLIBOR Loan or NIBOR Loan (collectively, an 44 "Illegality"), then, by written notice to the Account Party Borrower and to the Issuing BankServicing Agent, such Participating Bank mayLender, so long as such Illegality continues to exist: (i) may declare that Eurodollar Rate Advances LIBOR Loans or NIBOR Loans, as applicable, will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right Borrower for a LIBOR Borrowing or a NIBOR Borrowing, as applicable, (x) shall, as to such Lender only, be deemed a request for an ABR Borrowing or (y) at the option of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Borrower, shall be forthwith suspended until such Participating Bank shall withdraw such notice withdrawn as provided hereinbelow or shall cease to be a Participating Bank hereunderthe Lender prior to the time for making the Borrowing; and (ii) require shall promptly enter into negotiations with the Borrower and negotiate in good faith to agree to a solution to such Illegality; provided, however, that all if such an agreement has not been reached by the date at which such change in law is given effect with respect to the outstanding Eurodollar Rate Advances be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances as of the effective date LIBOR Loans or NIBOR Loans of such notice as provided hereinbelow. Upon receipt of any such noticeLender, the Agent Borrower shall promptly notify immediately prepay the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such affected Loans. (b) For purposes of this Section 2.15, a notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank a Lender shall be effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the then current Interest Period currently applicable to such Eurodollar Rate Advancewith respect thereto; provided provided, however, that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by if there are no outstanding LIBOR Loans or NIBOR Loans; provided further, that if it is not lawful for such Lender to maintain any Loan in its current form until the Account Party and end of the AgentInterest Period applicable thereto, then the notice shall be effective upon receipt. (c) Each Lender that has delivered a notice of Illegality pursuant to paragraph (a) above agrees that it will notify the Borrower as soon as practicable if the conditions giving rise to the Illegality cease to exist.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the adoption of or date hereof, any change in any law Law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.13, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (i) any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (ii) at any Eurodollar Rate Advancetime the Required Lenders determine that the making or continuance of any LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Required Lenders in the London interbank market, then, by written notice to the Account Party and the Issuing BankLead Borrower, such Participating Bank may: Required Lenders may (ix) declare that Eurodollar Rate Advances LIBO Loans will not thereafter be made by such Participating Bank Lenders hereunder, whereupon any request by the right of the Account Party Lead Borrower for a LIBO Borrowing shall, as to select Eurodollar such Lenders only, be deemed a request for a Prime Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (iiy) require that all outstanding Eurodollar LIBO Loans made by such Lenders be converted to Prime Rate Advances be Converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBO Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin SECTION 2.10(b). Upon receipt In the event any Lender shall exercise its rights under clause (i) or the Required Lenders shall exercise their rights under clause (ii) of any this SECTION 2.10(a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans that would have been made by such noticeLenders or the converted LIBO Loans of such Lenders, shall instead be applied to repay the Agent shall promptly notify Prime Rate Loans made by such Lenders in lieu of, or resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBO Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis SECTION 2.10, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank Lead Borrower pursuant to SECTION 2.10(a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any LIBO Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentLead Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of or any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing BankAgent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon and any request by the right of the Account Party Borrower for a Eurodollar Borrowing shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance or Conversion an ABR Loan unless such notice shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (c) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, (x) all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans and (y) such Lender shall negotiate with the Borrower, at its request, as to the rate at which such ABR Loans shall bear interest; provided that such Loans shall bear interest as provided in Section 2.08(b) pending the execution by the Borrower and such Lender of a written agreement providing for a different interest rate. (b) Before giving any notice pursuant to this Section 2.13, a Lender shall designate a different lending office if such notice, designation will avoid the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver need for giving such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would will not, in the sole determination judgment of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any Such Lender shall promptly withdraw any notice delivered under this Section 2.13 upon the cessation of the circumstances giving rise to any such notice. (c) For purposes of this Section 2.13, a notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the Interest Period currently then applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of or any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Term SOFR Loan or Daily Simple SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceTerm SOFR Loan or Daily Simple SOFR Loan, then, by written notice to the Account Party Borrower and to the Issuing BankAgent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any request for a Term SOFR Borrowing or Daily Simple SOFR Borrowing shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until subsequently withdrawn (any Lender delivering such Participating Bank shall a declaration hereby agreeing to withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Rate Advances Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, made by it be Converted to Base Rate AdvancesABR Loans, in which event all Eurodollar Rate Advances such Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, shall be automatically Converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin subsection (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal which would otherwise have been applied to repay the Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable, that would have been made by such noticeLender or the Converted Term SOFR Loans of such Lender and/or Converted Daily Simple SOFR Loans of such Lender, shall instead be applied to repay the Agent shall promptly notify ABR Loans made by such Lender in lieu of, or resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existConversion of, such Participating Bank shall deliver Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable. (b) For purposes of this Section, a notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Term SOFR Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceTerm SOFR Loan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the Agentreceipt.

Change in Legality. (a) Notwithstanding any other provision hereinherein contained to the contrary, if the adoption of or (x) any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank or its Lending Office to make or maintain its Commitment Percentage of any Eurodollar Rate Advance Borrowing or to give effect to its obligations as contemplated hereby with respect to its Commitment Percentage of any Eurodollar Rate AdvanceBorrowing or (y) at any time the Majority Banks reasonably determine the making or continuance of any Bank's Revolving Credit Loans comprising a portion of any Eurodollar Borrowing has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the interbank eurodollar market or the position of such Bank in such market, as the case may be, then, and in any such event, such Bank shall, promptly after making such determination, give written or telecopy notice (or by written notice telephone promptly confirmed in writing) to the Account Party Borrower and the Issuing BankAgent of such determination (which notice the Agent shall promptly transmit to each of the other Banks); provided, however, that before giving any such notice, such Participating Bank may: shall use reasonable good faith efforts to designate a different Lending Office to make or maintain its Eurodollar Loans if such designation will avoid the need to suspend such Bank's obligations to make or maintain Eurodollar Loans and will not be otherwise disadvantageous to such Bank. Thereafter each such affected Bank may (i) declare that such affected Bank will no longer make Eurodollar Rate Advances will not thereafter Loans (subject to paragraph (b) below) whereupon any request by the Borrower for a Eurodollar Borrowing shall, as to such Bank only, be made by such Participating Bank hereunder, whereupon the right of the Account Party to select Eurodollar Rate Advances deemed a request for any Advance or Conversion shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderan ABR Loan; and and (ii) require that all outstanding Eurodollar Rate Advances Loans made by such affected Bank(s) be Converted to Base Rate Advancesconverted into ABR Loans at the end of the applicable Eurodollar Interest Period or such earlier time as may be required by applicable Requirements of Law, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances as of the effective date of such notice as provided hereinbelow. Upon receipt of any such notice, each case by giving the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior written or telecopy notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice or by telephone promptly confirmed in writing) thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would notwhich notice, in the sole determination case of subclause (ii) above shall specify which affected Eurodollar Loans are to be converted); provided, however, that all Banks whose Eurodollar Loans are affected by the circumstances described above shall be treated in the same manner. (b) In the event any Bank shall exercise its rights under (a) above, all payments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made, converted or continued by such Bank or the converted Eurodollar Loans of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall instead be effective as applied to each Eurodollar Rate Advance on repay the last day of ABR Loans made by the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that Bank in lieu of, or resulting from the maintenance of such Advance until such last day would be unlawfulconversion of, such notice shall be effective on the date of receipt by the Account Party and the Agentaffected Eurodollar Loans.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Closing Date shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance or a Loan bearing interest by reference to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advancethe Adjusted LIBO Rate, then, by written notice to the Account Party and the Issuing BankLead Borrower, such Participating Bank may: Lender may (ix) declare that Eurodollar Loans bearing interest by reference to the Adjusted LIBO Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of Lead Borrower for a LIBOR Loan shall, as to such Lender only, be deemed a request for a Prime Rate Loan (the Account Party interest on which, if applicable, will be determined without reference to select Eurodollar Rate Advances for any Advance or Conversion the Adjusted LIBO Rate) unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (iiy) require that all outstanding Eurodollar LIBOR Loans made by such Lender to be converted to Prime Rate Advances Loans (the interest on which, if applicable, will be Converted determined without reference to Base Rate Advancesthe Adjusted LIBO Rate), in which event all Eurodollar Rate Advances such LIBOR Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin SECTION 2.09(b). Upon receipt In the event any Lender shall exercise its rights hereunder, all payments and prepayments of any principal which would otherwise have been applied to repay the LIBOR Loans that would have been made by such noticeLender or the converted LIBOR Loans of such Lender, shall instead be applied to repay the Agent shall promptly notify Prime Rate Loans made by such Lender in lieu of, or resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBOR Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis SECTION 2.10, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank Lead Borrower pursuant to SECTION 2.10(a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any LIBOR Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentLead Borrower.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank the Lender to make or maintain any Eurodollar Rate Advance LIBOR Borrowing or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLIBOR Borrowing, then, then by written notice to the Account Party Borrower setting forth in reasonable detail the relevant circumstances and the Issuing Bankeffect thereof, such Participating Bank the Lender may: (i) declare that Eurodollar Rate Advances LIBOR Borrowings will not thereafter be made by such Participating Bank the Lender hereunder, whereupon any request by the right of the Account Party to select Eurodollar Rate Advances Borrower for any Advance or Conversion a LIBOR Borrowing shall be forthwith suspended until deemed a request for a Base Rate Borrowing unless such Participating Bank declaration shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances LIBOR Borrowings made by it be Converted converted to Base Rate AdvancesBorrowings, in which event all Eurodollar Rate Advances such LIBOR Borrowings shall be automatically Converted converted to Base Rate Advances Borrowings as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event the Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any such noticeprincipal which would otherwise have been applied to repay the LIBOR Borrowings that would have been made by the Lender or the converted LIBOR Borrowings of the Lender shall instead be applied to repay the Base Rate Borrowings made by the Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBOR Borrowings. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change Borrower by the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance LIBOR Borrowing, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLIBOR Borrowing; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and Borrower. (c) The Lender shall use its best efforts to give prompt notification to the AgentBorrower of any event or prospective event which will give rise to the operation of paragraph (a) of this Section.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance a LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBOR Loan or (y) at any Eurodollar Rate Advancetime any Lender determines that the making or continuance of any of its LIBOR Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Account Party and the Issuing BankLead Borrower, such Participating Bank may: Lender may (i) declare that Eurodollar Rate Advances LIBOR Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Borrowers for a LIBOR Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Base Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar Rate Advances LIBOR Loans made by it be Converted converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBOR Loans shall be automatically Converted converted to Base Rate Advances Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Loans that would have been made by such noticeLender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBOR Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.24, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrowers by any Lender pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any LIBOR Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentBorrowers.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the adoption of or date hereof, any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin clause (b). Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii), all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance a LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to a LIBOR Loan or (y) at any Eurodollar Rate Advancetime any Lender determines that the making or continuance of any of its LIBOR Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Account Party and the Issuing BankBorrowers, such Participating Bank may: Lender may (i) declare that Eurodollar Rate Advances LIBOR Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Borrowers for a LIBOR Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Base Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar Rate Advances LIBOR Loans made by it be Converted converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBOR Loans shall be automatically Converted converted to Base Rate Advances Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBOR Loans that would have been made by such noticeLender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBOR Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis SECTION 2.24, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrowers by any Lender pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any LIBOR Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentBorrowers.

Change in Legality. (a) Notwithstanding any other provision herein, if after the adoption of or date hereof any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written notice to the Account Party Borrower and to the Issuing BankPaying Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the right of the Account Party Borrower for a Eurodollar Standby Borrowing shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.14, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party Borrower. Before giving any such notice, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the Agentjudgment of such Lender, be otherwise disadvantageous to such Lender.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Regulatory Change shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advancehereby, then, by written notice to the Account Party Borrower and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances LIBOR Loans will not thereafter be made by such Participating Bank hereunderXxxxxx xxxxxxxxx, whereupon the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Borrower shall be forthwith suspended until prohibited from requesting LIBOR Loans from such Participating Bank shall withdraw Lender hereunder unless such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration is subsequently withdrawn; and (ii) if such unlawfulness shall be effective prior to the end of any Interest Period of an outstanding LIBOR Loan, require that all outstanding Eurodollar Rate Advances LIBOR Loans with such Interest Periods made by it be Converted converted to Base Rate AdvancesLoans, in which event (A) all Eurodollar Rate Advances such LIBOR Loans shall be automatically Converted converted to Base Rate Advances Loans as of the effective date of such notice as provided hereinbelow. Upon receipt in paragraph (b) below and (B) all payments and prepayments of any such notice, principal which would otherwise have been applied to repay the Agent converted LIBOR Loans shall promptly notify instead be applied to repay the Participating Banks thereof. Promptly upon becoming aware that Base Rate Loans resulting from the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt conversion of such withdrawing notice from such Participating BankLIBOR Xxxxx.Xxxxx are subject to an Interest Period, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable therefor, if all affected Lenders may lawfully continue to 36 48429166.1 (b) For purposes of this Section 2.11. a notice to the Borrower (with a copy toif necessary to avoid such Eurodollar Rate Advance; provided that if such notice shall state that illegality, the maintenance of such Advance until such last day would be unlawful, such notice Administrative Agent) by any Lender pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Account Party and Borrower. shall during the Agent.period of such suspension compute the Base Rate without reference to clause (c) of the definition of “Base Rate,”

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the adoption of or date hereof, any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrowers and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt If any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.14, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrowers.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan or (y) at any Eurodollar Rate Advancetime any Lender reasonably determines that the making or continuance of any of its LIBO Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Lender in the London interbank market, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: Lender may (i) declare that Eurodollar Rate Advances LIBO Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Borrower for a LIBO Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Prime Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar LIBO Loans made by it be converted to Prime Rate Advances be Converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBO Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the LIBO Loans that would have been made by such noticeLender or the converted LIBO Loans of such Lender shall instead be applied to repay the Prime Rate Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBO Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.26, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrower by any Lender pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness and would notany LIBO Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to or such Eurodollar Rate Advanceearlier date as may be legally required; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change after the date of this Agreement in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank a DIP Lender to make or maintain any a Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any DIP Lender determines that the making or continuance of any of its Eurodollar Rate AdvanceLoans has become impracticable as a result of a contingency occurring after the date hereof that adversely affect the London interbank market or the position of such DIP Lender in such market, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: DIP Lender may (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank DIP Lender hereunder, whereupon any request by the right of the Account Party Borrower for a Eurodollar Borrowing shall, as to select Eurodollar Rate Advances such DIP Lender only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any DIP Lender shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeDIP Lender or the converted Eurodollar Loans of such DIP Lender shall instead be applied to repay the ABR Loans made by such DIP Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.16, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrower by any DIP Lender pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any Eurodollar Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawfulotherwise, such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Amended Agreement, if after the adoption of or date hereof, any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLIBOR Loan, then, by written notice to the Account Party Borrower and to the Issuing BankAgent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances LIBOR Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into LIBOR 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 LIBOR Loan into an ABR Loan, as the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances LIBOR Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all Eurodollar Rate Advances such LIBOR Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the LIBOR Loans that would have been made by such noticeLender or the converted LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBOR Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.15, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance LIBOR Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, LIBOR Loan and in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of introduction of, or any change in in, any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrower and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any request for a Eurodollar Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Base Rate Advances for any Advance or Conversion unless such declaration shall be forthwith suspended until subsequently withdrawn (any Lender delivering such Participating Bank shall a declaration hereby agreeing to withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Rate Advances made by it be Converted to Base Rate Advances, in which event all such Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances as of the effective date of such notice as provided hereinbelow. Upon receipt of any such notice, the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice in subsection (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminateb) below. Prior to any Participating Bank Lender giving notice to the Account Party Borrower under this subsection (f)Section 2.14, such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness event of illegality and would not, in the sole reasonable determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Advances that would have been made by such Lender or the Converted Eurodollar Advances of such Lender shall instead be applied to repay the Base Rate Advances made by such Lender in lieu of, or resulting from the Conversion of, such Eurodollar Advances. (b) For purposes of this Section 2.14, a notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Advance, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the Agentreceipt.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Body charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written notice to the Account Party Borrowers and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances Loans, and conversions into or extensions of Eurodollar Loans, will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any request by a Borrower for, or for conversion into or extension of, a Eurodollar Loan shall, as to select Eurodollar such Lender only, be deemed a request for, or for conversion into or extension of, a Base Rate Advances for any Advance or Conversion Loan, unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesLoans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 3.06, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party Borrowers. Each determination by a Lender under this Section 3.06 shall be in good faith and the Agentshall be rebuttably presumptive evidence thereof absent manifest error.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank a Revolving Lender to make or maintain any a Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Revolving Lender determines in its reasonable commercial judgment that the making or continuance of any of its Eurodollar Rate AdvanceLoans 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 Revolving Lender in the London interbank market, then, by written notice to the Account Party and the Issuing BankBorrowers, such Participating Bank may: Revolving Lender may (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Revolving Lender hereunder, whereupon any request by the right of the Account Party Borrowers for a Eurodollar Borrowing shall, as to select Eurodollar such Revolving Lender only, be deemed a request for an Base Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesLoans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Revolving Lender shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeRevolving Lender or the converted Eurodollar Loans of such Revolving Lender shall instead be applied to repay the Base Rate Loans made by such Revolving Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.24, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrowers by any Revolving Lender pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any Eurodollar Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentBorrowers.

Change in Legality. (a) Notwithstanding any other provision herein, if after the adoption date of or this Agreement any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank to make or maintain any Eurodollar Rate LIBOR Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate LIBOR Advance, then, then by written notice to Borrower setting forth in reasonable detail the Account Party relevant circumstances and the Issuing Bankeffect thereof, such Participating Bank may: (i) declare that Eurodollar Rate LIBOR Advances will not thereafter be made by such Participating Bank hereunder, whereupon the right of the Account Party to select Eurodollar Rate Advances any request by Borrower for any a LIBOR Advance or Conversion shall be forthwith suspended until deemed a request to such Participating Bank for a Variable Rate Advance unless such declaration shall withdraw be subsequently withdrawn (but such notice request shall be for a LIBOR Advance as provided hereinbelow or shall cease to be a Participating Bank hereunderthe other Banks); and (ii) require that all outstanding Eurodollar Rate LIBOR Advances made by it be Converted converted to Base Variable Rate Advances, in which event all Eurodollar Rate such LIBOR Advances shall be automatically Converted converted to Base Variable Rate Advances as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Bank shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal which would otherwise have been applied to repay the LIBOR Advances that would have been made by such noticeBank or the converted LIBOR Advances of such Bank shall instead be applied to repay the Variable Rate Advances made by such Bank in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBOR Advances. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank shall be effective as to each Eurodollar Rate Advance LIBOR Advance, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate LIBOR Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by Borrower. (c) Each Bank shall use its best efforts to give prompt notification to Borrower of any event or prospective event which will give rise to the Account Party and the Agentoperation of paragraph (a) of this Section.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating a Bank to make or maintain any a Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Bank determines that the making or continuance of any of its Eurodollar Rate AdvanceLoans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Bank in such market, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: may (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank hereunder, whereupon any request by the right of the Account Party Borrower for a Eurodollar Borrowing shall, as to select Eurodollar Rate Advances such Bank only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Bank shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeBank or the converted Eurodollar Loans of such Bank shall instead be applied to repay the ABR Loans made by such Bank in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.15, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrower by any Bank pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any Eurodollar Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawfulPeriod, otherwise, such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if the adoption of or (x) any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Participating a Bank to make or maintain any a Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or (y) at any time any Bank determines that the making or continuance of any of its Eurodollar Rate AdvanceLoans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or the position of such Bank in such market, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: may (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank hereunder, whereupon any request by the right of the Account Party Borrower for a Eurodollar Borrowing shall, as to select Eurodollar Rate Advances such Bank only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Bank shall exercise its rights under clause (i) or (ii) of any this paragraph (a), all payments and prepayments of principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeBank or the converted Eurodollar Loans of such Bank shall instead be applied to repay the ABR Loans made by such Bank in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.15, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrower by any Bank pursuant to paragraph (f), such Participating Bank a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any Eurodollar Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawfulPeriod, otherwise, such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advance, then, by written notice to the Account Party Borrowers and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances will not thereafter be made by such Participating Bank hereunder, whereupon the right of the Account Party any Borrower to select Eurodollar Rate Advances for any Advance Borrowing or Conversion conversion shall be forthwith suspended until such Participating Bank Lender shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderLender hereunder pursuant to Section 10.07(g) hereof; and (ii) require that all outstanding Eurodollar Rate Advances be Converted converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted converted to Base Rate Advances as of the effective date of such notice as provided hereinbelowherein below. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Participating Banks thereofother Lenders. Promptly upon becoming aware that the circumstances that caused such Participating Bank Lender to deliver such notice no longer exist, such Participating Bank Lender shall deliver notice thereof to the Account Party Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating BankLender). Promptly upon receipt of such withdrawing notice from such Participating BankLender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations under the Loan Documents in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Account Party Borrowers and the Participating Banks Lenders and such suspension shall terminate. Prior to any Participating Bank Lender giving notice to the Account Party Borrowers under this subsection (f), such Participating Bank Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating BankLender, be otherwise disadvantageous to such Participating BankLender. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party Borrowers and the Administrative Agent.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Effective Date shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advancea LIBO Loan, then, by written notice to the Account Party and the Issuing BankLead Borrower, such Participating Bank may: Lender may (ix) declare that Eurodollar Rate Advances LIBO Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Lead Borrower for a LIBO Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Prime Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (iiy) require that all outstanding Eurodollar LIBO Loans made by such Lender be converted to Prime Rate Advances be Converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBO Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin SECTION 2.09(b). Upon receipt In the event any Lender shall exercise its rights hereunder, all payments and prepayments of any principal which would otherwise have been applied to repay the LIBO Loans that would have been made by such noticeLender or the converted LIBO Loans of such Lender, shall instead be applied to repay the Agent shall promptly notify Prime Rate Loans made by such Lender in lieu of, or resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBO Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis SECTION 2.11, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank Lead Borrower pursuant to SECTION 2.11(a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any LIBO Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentLead Borrower.

Change in Legality. (a) Notwithstanding any other provision herein------------------ of this Agreement, if if, after the adoption of or date hereof, any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing Bank, such Participating Bank mayAgent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.14, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, Loan and in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinherein other than Section 2.14(c), if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLIBOR Loan, then, by written or telecopy notice to the Account Party Alcoa and the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances LIBOR Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any request by a Borrower for a LIBOR Borrowing shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances LIBOR Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all Eurodollar Rate Advances such LIBOR Loans shall automatically be automatically Converted to Base Rate Advances so converted as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of any principal which would otherwise have been applied to repay the LIBOR Loans that would have been made by such noticeLender or the converted LIBOR Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver LIBOR Loans. (b) For purposes of this Section 2.13, a notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance LIBOR Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLIBOR Loan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the Agentreceipt.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the adoption of or date hereof, any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrowers and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon where-upon 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt If any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.15, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrowers.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained (but subject to Section 2.21), if after the adoption date of or this Agreement any change in any law or regulation or in the interpretation thereof or administration thereof any new law, regulation or interpretation by any governmental authority Governmental Authority charged with the administration or interpretation thereof or any judgment, order or directive of any competent court, tribunal or authority shall make it unlawful for any Participating Bank Lender or its Applicable Lending Office to make or maintain any Eurodollar Rate Advance LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLIBOR Loan (collectively, an “Illegality”), then, by written notice to the Account Party Borrowers and to the Issuing BankAdministrative Agent, such Participating Bank mayLender, so long as such Illegality continues to exist: (i) may declare that Eurodollar Rate Advances LIBOR Loans will not thereafter be made by such Participating Bank hereunderXxxxxx xxxxxxxxx, whereupon any request by the right Borrowers for a LIBOR Borrowing (x) shall, as to such Lender only, be deemed a request for an ABR Borrowing or (y) at the option of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Borrowers, shall be forthwith suspended until such Participating Bank shall withdraw such notice withdrawn as provided hereinbelow or shall cease to be a Participating Bank hereunderthe Lender prior to the time for making the Borrowing; and (ii) require that all outstanding Eurodollar Rate Advances be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances as of the effective date of such notice as provided hereinbelow. Upon receipt of any such notice, the Agent shall promptly notify enter into negotiations with the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank Borrowers and negotiate in good faith to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof agree to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous a solution to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceIllegality; provided provided, however, that if such notice shall state that an agreement has not been reached by the maintenance date at which such Change in Law is given effect with respect to the outstanding LIBOR Loans of such Advance until Lender, the Borrowers shall immediately, at the option of the Borrowers, either (A) prepay the affected Loans or (B) convert any such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party and the AgentLIBOR Loan to an ABR Loan.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender or any of its Affiliates to make or maintain any Eurodollar Rate Advance Eurocurrency Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceEurocurrency Loan, then, by written notice to the Account Party Company and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances Eurocurrency Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request for a Eurocurrency Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan (in the right case of a Eurocurrency Loan denominated in Euro, in an amount equal to the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Dollar Equivalent thereof), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances Eurocurrency Loans made by it be Converted converted to ABR Loans (which ABR Loans shall, for purposes of this Section 2.14, be determined at a rate per annum by reference to the greater of clause (a) or (b) of the definition of the term “Alternate Base Rate AdvancesRate”), in which event all Eurodollar Rate Advances such Eurocurrency Loans shall be automatically Converted converted to Base Rate Advances ABR Loans (in the case of Eurocurrency Loans denominated in Euro, in an amount equal to the Dollar Equivalent thereof) (at a rate per annum as so determined) as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above with respect to Eurocurrency Loans, all payments and prepayments of any principal which would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such noticeLender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver Eurocurrency Loans. (b) For purposes of this Section 2.14, a notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceEurocurrency Loan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the Agentreceipt.

Change in Legality. Notwithstanding (a) If, anything to the contrary herein contained notwithstanding, any other provision hereinapplicable existing or future law, if regulation, guideline, treaty or directive or condition or interpretation thereof (including, without limitation, any request, guideline or policy, whether or not having the adoption force of or any change in any law or regulation or in the interpretation or administration thereof law), by any governmental authority Governmental Authority charged with the administration or interpretation thereof thereof, or any change in any of the foregoing shall make it unlawful or improper for any Participating Bank Lender or its Applicable Lending Office to make or maintain any portion of its Loans as Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoans, then, by written oral notice to the Account Party Borrowers, and the Issuing BankAdministrative Agent, promptly confirmed in writing (which may be by teletransmission and which shall state the basis for such Participating Bank may:notice), the Administrative Agent may declare that such Lender's obligation to make or maintain Loans as Eurodollar Rate Loans is suspended until such time as such Lender may again make and maintain Loans as Eurodollar Rate Loans and all such Lender's Eurodollar Rate Loans shall convert automatically into ABR Loans at the end of their then current Interest Period or at such earlier time as such Lender may specify. (b) At any time within 60 days after notice from the Administrative Agent pursuant to this Section 2.13 and thereafter until 60 days after the date on which such notice is withdrawn, the Borrowers, by writing addressed to the Administrative Agent and each Lender for which it has become unlawful or improper to make or maintain any Loans as Eurodollar Rate Loans, may nominate or propose other banks or financial institutions that are willing to become Replacement Lenders or other Assignees of the Commitments of such Lenders pursuant to Section 12.1 hereof, and, within 10 Business Days after receipt of such proposal from the Borrowers, each such Lender shall execute and deliver to the Administrative Agent an Assignment of its entire Commitment in favor of the proposed Replacement Lender or other Assignee indicated in the Borrower's proposal in conformity with Section 12.1 hereof unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrowers, and such Lender that one or more of the proposed Replacement Lenders or other Assignees is not reasonably acceptable to the Administrative Agent. In no event will (i) declare that Eurodollar Rate Advances will not thereafter any Lender be made by such Participating Bank hereunder, whereupon the right required to enter into an Assignment of the Account Party its Commitment (A) at a price less than par plus accrued interest and prorated fees to select Eurodollar Rate Advances for any Advance or Conversion shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunder; and (ii) require that all outstanding Eurodollar Rate Advances be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances as of the effective date thereof or (B) unless all such affected Lenders enter into Assignments of such notice as provided hereinbelow. Upon receipt of any such notice, the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice their entire Commitment or (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day ii)_either of the Interest Period currently applicable Administrative Agent or the Lenders be obligated to such Eurodollar Rate Advance; provided assist the Borrowers in identifying any banks or financial institutions that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party and the Agentare willing to become Replacement Lenders or other Assignees.

Change in Legality. (a) Notwithstanding any other provision herein, if after the adoption of or date hereof any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by 30 days' (or such shorter period as shall be required in order to comply with applicable law) written notice to the Account Party Borrower and to the Issuing BankPaying Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any request by the right of the Account Party Borrower for a Eurodollar Standby Borrowing shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.16, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party Borrower. Before giving any such notice, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the Agentjudgment of such Lender, be otherwise disadvantageous to such Lender.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if the adoption of or any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank subsequently withdrawn (and each Lender shall promptly withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration when such Lender determines that the circumstances giving rise thereto no longer exist); and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (a)(i) or (a)(ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.14, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan made by such Lender, if lawful, on the last day of the Interest Period currently then applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender or its LIBOR Lending Office to make or maintain any Eurodollar LIBOR Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advancehereby, then, by prompt written notice to the Account Party and the Issuing BankBorrower, such Participating Bank Lender may: (i) declare that Eurodollar LIBOR Rate Advances will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party to select Eurodollar Borrower shall be prohibited from requesting LIBOR Rate Advances from such Lender hereunder (and instead, any request for any a LIBOR Rate Advance or Conversion in Dollars, as to such Lender, shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease deemed to be a Participating Bank hereunderrequest for an Alternate Base Rate Advance and any request for a LIBOR Rate Advance in Sterling shall be void and of no force and effect) unless such declaration is subsequently withdrawn; and (ii) require that all outstanding Eurodollar LIBOR Rate Advances in Sterling made by such Lender be Converted exchanged into an Equivalent amount of Dollars and be converted into an Alternate Base Rate Advance and that all outstanding LIBOR Rate Advances in Dollars made by such Lender be converted to Alternate Base Rate Advances, in which event (A) all Eurodollar such LIBOR Rate Advances made by such Lender shall be automatically Converted converted to Alternate Base Rate Advances as of the effective date of such notice as provided hereinbelow. Upon receipt of any in paragraph (b) below (or if so designated by such Lender in such notice, effective as of another date) and (B) all payments and prepayments of principal which would otherwise have been applied to repay the Agent converted LIBOR Rate Advances shall promptly notify instead be applied to repay the Participating Banks thereof. Promptly upon becoming aware that Alternate Base Rate Advances resulting from the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt conversion of such withdrawing notice from such Participating BankLIBOR Rate Advances. (b) For purposes of this Section 2.13, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection Borrower by the Agent pursuant to paragraph (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice a) above shall be effective on the date of receipt thereof by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement but subject to Section 9.08(h), which shall control in the event of a conflict (as reasonably determined by the Administrative Agent and Borrower) with this Section 2.17, if the adoption of or any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance SOFR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceSOFR Loan, then, by written notice to Borrower and to the Account Party and the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances SOFR Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into SOFR Loans, whereupon the right of the Account Party any request for a SOFR Borrowing (or to select Eurodollar Rate Advances convert an ABR Borrowing to a SOFR Borrowing or to continue a SOFR Borrowing for any Advance an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or Conversion a request to continue an ABR Loan, as such, or to convert a SOFR Loan into an ABR Loan), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Rate Advances SOFR Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all Eurodollar Rate Advances such SOFR Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin clause (b) below. Upon receipt In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the SOFR Loans that would have been made by such noticeLender or the converted SOFR Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice SOFR Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.17, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance SOFR Loan made by such Lender, if lawful, on the last day of the Interest Period currently then applicable to such Eurodollar Rate AdvanceSOFR Loan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower in accordance with this Agreement.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Amendment No. 45 Effective Date shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advancea LIBO Loan, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: Lender may (ix) declare that Eurodollar Rate Advances LIBO Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Borrower for a LIBO Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Prime Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (iiy) require that all outstanding Eurodollar LIBO Loans made by such Lender be converted to Prime Rate Advances be Converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBO Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin SECTION 2.09(b). Upon receipt In the event any Lender shall exercise its rights hereunder, all payments and prepayments of any principal which would otherwise have been applied to repay the LIBO Loans that would have been made by such noticeLender or the converted LIBO Loans of such Lender, shall instead be applied to repay the Agent shall promptly notify Prime Rate Loans made by such Lender in lieu of, or resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBO Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis SECTION 2.11, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank Borrower pursuant to SECTION 2.11(a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any LIBO Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if after the adoption of or Closing Date any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank to make or maintain any Eurodollar LIBO Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar LIBO Rate AdvanceLoan, then, by written notice to the Account Party Borrowers and to the Issuing BankAdministrative Agent, such Participating Bank may: (i) declare that Eurodollar LIBO Rate Advances Loans will not thereafter (for the duration of such unlawfulness or impracticality) be made by such Participating Bank hereunder, whereupon the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Borrowers shall be forthwith suspended until prohibited from requesting LIBO Rate Loans from such Participating Bank shall withdraw hereunder unless such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration is subsequently withdrawn; and (ii) require that all outstanding Eurodollar LIBO Rate Advances Loans made by it be Converted converted to Base Reference Rate AdvancesLoans, in which event (A) all Eurodollar such LIBO Rate Advances Loans shall be automatically Converted converted to Base Reference Rate Advances Loans as of the effective end of the applicable Interest Period, unless an earlier conversion date is legally required, (B) all payments and prepayments of principal which would otherwise have been applied to repay the converted LIBO Rate Loans shall instead be applied to repay the Reference Rate Loans resulting from the conversion of such notice as provided hereinbelow. Upon receipt of any such notice, LIBO Rate Loans and (C) the Agent shall promptly notify Reference Rate Loans resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt conversion of such withdrawing notice from such Participating BankLIBO Rate Loans shall be prepayable only at the times the converted LIBO Rate Loans would have been prepayable, notwithstanding the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to provisions of Section 2.9. (b) Before giving any Participating Bank giving notice to the Account Party under Borrowers and the Administrative Agent pursuant to this subsection (f)Section 2.12, such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, designate a different LIBOR Office if such change would designation will avoid the need for giving such unlawfulness notice and would not, will not in the sole determination judgment of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any For purposes of Section 2.12(a), a notice to the Account Party Borrowers by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party and the AgentBorrowers.

Change in Legality. (a) Notwithstanding any other ------------------- provision herein, if the adoption of or any change after the Closing Date in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrowers and to the Issuing BankAgent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Competitive Loans and any request by any Borrower for a Standby Borrowing comprised of Eurodollar Loans shall, as to such Lender only, be deemed a request for an ABR Loan or a CD Loan, as such Borrower shall elect by notice to the right Agent not later than 11:00 a.m., New York City time, one Business Day before such Borrowing, having an Interest Period equal to (in the case of an ABR Loan) or as close as possible to (in the Account Party case of a CD Loan) the Interest Period applicable to select such Eurodollar Rate Advances for any Advance or Conversion Loans unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans or to CD Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base ABR Loans or, if JCPenney shall so notify the Agent on the date of such conversion and the Agent shall have determined that the Adjusted CD Rate Advances can be determined for the Interest Period in question, to CD Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans or CD Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans. The parties hereto shall have the same rights and obligations in respect of a deemed request for a CD Loan pursuant to clause (i) above and any CD Loan made pursuant to paragraph (a) above, and the Commitments shall be utilized by any such noticeCD Loan, the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused as if such Participating Bank CD Loan were a Standby Loan requested and made pursuant to deliver such notice no longer existSection 2.04. (b) For purposes of this Section 2.14, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrowers by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and Borrowers (in which case the AgentABR Loan or CD Loan resulting from the conversion of such Eurodollar Loan pursuant to clause (ii) of paragraph (a) above shall have an Interest Period equal to (in the case of an ABR Loan) or as close as possible to (in the case of a CD Loan) the Interest Period applicable to such Eurodollar Loan).

Change in Legality. Notwithstanding any other provision herein, if the adoption of or any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Fixed Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Fixed Rate AdvanceLoan (including, without limitation, as a result of a restriction on a Major Currency), then, by written notice to the Account Party Borrower and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar the applicable Fixed Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any request for such a Fixed Rate Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Dollar Loan (accruing interest as an ABR Loan, or if it is a Swingline Loan, as a Federal Funds Effective Rate Advances for any Advance or Conversion Loan) unless such declaration shall be forthwith suspended until subsequently withdrawn (any Lender delivering such Participating Bank shall a declaration hereby agreeing to withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Fixed Rate Advances Loans affected by the illegality made by it be Converted either (A), if such Loans are Dollar Loans, converted to Base Rate AdvancesABR Revolving Loans or Dollar Swingline Loans, in which event all Eurodollar such Fixed Rate Advances Loans shall be automatically Converted to Base Rate Advances converted as of the effective date of such notice as provided hereinbelowbelow, or (B) repaid if such Fixed Rate Loan is denominated in any other Major Currency. Upon receipt In the event any Lender shall exercise its rights under clauses (i) or (ii) above of any this paragraph (b), all payments and prepayments of principal which would otherwise have been applied to repay the affected Fixed Rate Loans that would have been made by such noticeLender or the converted Fixed Rate Loans of such Lender shall instead be applied to repay the Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver Fixed Rate Loans. For purposes of this Section, a notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Fixed Rate Advance Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Fixed Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the Agentreceipt.

Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of or any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Term Benchmark Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceTerm Benchmark Loan, then, by written notice to the Account Party Borrower and to the Issuing BankAgent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances Term Benchmark Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party any request for a Term Benchmark Borrowing shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until subsequently withdrawn (any Lender delivering such Participating Bank shall a declaration hereby agreeing to withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration promptly upon determining that such event of illegality no longer exists); and (ii) require that all outstanding Eurodollar Rate Advances Term Benchmark Loans made by it be Converted to Base Rate AdvancesABR Loans, in which event all Eurodollar Rate Advances such Term Benchmark Loans shall be automatically Converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin subsection (b) below. Upon receipt In the event any Lender shall exercise its rights under clauses (i) or (ii) above, all payments and prepayments of any principal which would otherwise have been applied to repay the Term Benchmark Loans that would have been made by such noticeLender or the Converted Term Benchmark Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existConversion of, such Participating Bank shall deliver Term Benchmark Loans. (b) For purposes of this Section, a notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Term Benchmark Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceTerm Benchmark Loan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the Agentreceipt.

Change in Legality. Notwithstanding (a) In the event that at any other provision herein, if time the adoption Bank shall have reasonably determined (which determination shall be presumed to be correct until the contrary shall have been established) that by reason of or any a change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof affecting the Bank or the Eurodollar market and applicable to any Eurodollar Rate Loan Portion, the making or continuation of a loan at the applicable Reserve Adjusted Eurodollar Rate plus the Applicable Margin has become unlawful, the Bank shall make it unlawful for any Participating forthwith give written notice (or telephonic notice, confirmed as soon as practicable in writing) to the Borrower and the obligation of the Bank to make or maintain any such Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Portion at the applicable Reserve Adjusted Eurodollar Rate Advanceplus the Applicable Margin shall terminate and the Borrower shall forthwith upon receipt of notice of such determination prepay such Eurodollar Rate Loan Portion without premium or penalty (subject to Section 2.9), thentogether with all interest accrued on the amount prepaid to the date of prepayment. A certificate, setting forth (x) each event which the Bank shall have determined makes the continuation of such Eurodollar Rate Loan Portion unlawful and (y) any additional amounts payable by the Borrower under Sections 2.9 (and the basis therefor and the Bank's computation thereof) upon prepayment of such Eurodollar Rate Loan Portion, shall be furnished to the Borrower by the Bank and shall be presumed correct absent manifest error. (b) In the event that the Borrower is obligated to prepay a Eurodollar Rate Loan Portion pursuant to clause (a) of this Section 2.12, the Borrower shall have the right, upon written notice (or telephonic notice confirmed as soon as practicable in writing) to the Account Party and the Issuing Bank, in lieu of such Participating Bank may: (i) declare that prepayment, to elect to convert such Eurodollar Rate Advances will not thereafter Portion to a Prime Rate Loan Portion, effective on the date on which such prepayment would otherwise be made by such Participating Bank hereunderrequired to have been made, whereupon the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereunder; and (ii) require that all outstanding Eurodollar Rate Advances be Converted to Base Rate Advances, in which event all Eurodollar Rate Advances shall be automatically Converted to Base Rate Advances as of on the effective date of such notice as provided hereinbelow. Upon receipt of any such notice, conversion the Agent Borrower also shall promptly notify pay all interest accrued on the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof amount converted to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt date of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks conversion and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officeadditional amounts, if such change would avoid such unlawfulness and would notany, payable by the Borrower under Section 2.9, as specified in the sole determination of such Participating Bank, be otherwise disadvantageous certificate furnished by the Borrower pursuant to such Participating Bank. Any notice to said clause (a). (c) In the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided event that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt for determining the Reserve Adjusted Eurodollar Rate to be paid by the Account Party Borrower in respect of any Interest Period, the Bank reasonably determines in good faith (which determination will be conclusive and binding on the AgentBorrower) that by reason of circumstances affecting the London interbank Eurodollar market, either Eurodollar rates are not offered in the London interbank Eurodollar market or adequate and fair means do not exist for ascertaining the Reserve Adjusted Eurodollar Rate for such Interest Period, the Bank shall promptly give to the Borrower telephonic notice (confirmed as soon as practicable in writing) of such determination. During the existence of such circumstances, any existing Eurodollar Rate Loan Portion in respect of which such circumstances exist will convert to a Prime Rate Loan Portion at the end of the applicable Interest Period.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary herein contained, if the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank to make or maintain any Eurodollar Rate Advance LIBOR Loan or to give effect to its obligations to make LIBOR Loans as contemplated hereby with respect to any Eurodollar Rate Advancehereby, then, by written notice to the Account Party Borrower and to the Issuing BankAdministrative Agent, such Participating Bank may: (i) declare that Eurodollar Rate Advances LIBOR Loans will not thereafter be made by such Participating Bank hereunder, whereupon such Bank shall not submit a Competitive Bid in response to a request for LIBOR Competitive Loans and the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion Borrower shall be forthwith suspended until prohibited from requesting LIBOR Revolving Credit Loans from such Participating Bank shall withdraw hereunder unless such notice as provided hereinbelow or shall cease to be a Participating Bank hereunderdeclaration is subsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances LIBOR Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event (A) all Eurodollar Rate Advances such LIBOR Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelow. Upon receipt in Section 2.16(b) and (B) all payments and prepayments of any such notice, principal which would otherwise have been applied to repay the Agent converted LIBOR Loans shall promptly notify instead be applied to repay the Participating Banks thereof. Promptly upon becoming aware that ABR Loans resulting from the circumstances that caused such Participating Bank to deliver such notice no longer exist, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt conversion of such withdrawing notice from such Participating BankLIBOR Loans. (b) For purposes of this Section 2.16, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank shall be effective as pursuant to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice Section 2.16(a) shall be effective on the date of receipt thereof by the Account Party and Borrower. (c) Notwithstanding the Agentforegoing, if the affected Bank can continue to offer LIBOR Loans by transferring LIBOR Loans to another existing lending office of such Bank, such Bank agrees to so transfer the LIBOR Loans unless doing so would, in its good faith judgment, subject it to any expense or liability or be otherwise disadvantageous to it.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if the adoption of or any change Change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Law shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower (which notice shall include documentation or information in reasonable detail supporting the conclusions in such notice) and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans in the affected currency or currencies will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon any request for a Eurodollar Borrowing denominated in dollars (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing denominated in dollars 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) such Lender may require that (x) all outstanding Eurodollar Rate Advances Loans denominated in dollars made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below and (y) cause the interest rate with respect to all outstanding Eurodollar Loans denominated in an Alternative Currency to be determined by an alternative rate mutually acceptable to the Borrower and the applicable Lenders. Upon receipt In the event any Lender shall exercise its rights under (i), (ii) or (iii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt of such withdrawing notice from such Participating Bank, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating BankEurodollar Loans. Any notice to the Account Party by any Participating Bank such conversion of a Eurodollar Loan under (i) above shall be effective as subject to each Eurodollar Rate Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, such notice shall be effective on the date of receipt by the Account Party and the AgentSection 2.16.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if after the adoption of or date hereof, any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLIBOR Loan, then, by written notice to the Account Party Borrower and to the Issuing BankAdministrative Agent, such Participating Bank Lender may: (i) declare that Eurodollar Rate Advances LIBOR Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into LIBOR 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 LIBOR Loan into an ABR Loan, as the right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) require that all outstanding Eurodollar Rate Advances LIBOR Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all Eurodollar Rate Advances such LIBOR Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the LIBOR Loans that would have been made by such noticeLender or the converted LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBOR Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.14, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance LIBOR Loan made by such Lender, if lawful, on the last day of 45 the Interest Period currently applicable to such Eurodollar Rate Advance; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, LIBOR Loan and in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. i. Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof First Amendment Effective Date shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar a LIBOR Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar a LIBOR Rate AdvanceLoan, then, by written notice to the Account Party and the Issuing BankLead Borrower, such Participating Bank may: Lender may (ix) declare that Eurodollar LIBOR Rate Advances Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Lead Borrower for a LIBOR Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Prime Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (iiy) require that all outstanding Eurodollar LIBOR Rate Advances Loans made by such Lender be Converted converted to Base Prime Rate AdvancesLoans, in which event all Eurodollar such LIBOR Rate Advances Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin SECTION 2.09(b). Upon receipt In the event any Lender shall exercise its rights hereunder, all payments and prepayments of any principal which would otherwise have been applied to repay the LIBOR Rate Loans that would have been made by such noticeLender or the converted LIBOR Rate Loans of such Lender, shall instead be applied to repay the Agent shall promptly notify Prime Rate Loans made by such Lender in lieu of, or resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Participating Bank)LIBOR Rate Loans. ii. Promptly upon receipt For purposes of such withdrawing notice from such Participating Bankthis SECTION 2.11, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank Lead Borrower pursuant to SECTION 2.11(a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any LIBOR Rate Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentLead Borrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the adoption of or date hereof, any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.13, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinanything to the contrary contained elsewhere in this Agreement, if any Change in Law occurring after the adoption of or any change in any law or regulation or in the interpretation or administration thereof by any governmental authority charged with the administration or interpretation thereof Amendment No. 7 Effective Date shall make it unlawful for any Participating Bank a Lender to make or maintain any Eurodollar Rate Advance a LIBO Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate Advancea LIBO Loan, then, by written notice to the Account Party and the Issuing BankBorrower, such Participating Bank may: Lender may (ix) declare that Eurodollar Rate Advances LIBO Loans will not thereafter be made by such Participating Bank Lender hereunder, whereupon any request by the right of the Account Party Borrower for a LIBO Borrowing shall, as to select Eurodollar such Lender only, be deemed a request for a Prime Rate Advances for any Advance or Conversion Loan unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and and (iiy) require that all outstanding Eurodollar LIBO Loans made by such Lender be converted to Prime Rate Advances be Converted to Base Rate AdvancesLoans, in which event all Eurodollar Rate Advances such LIBO Loans shall be automatically Converted converted to Base Prime Rate Advances Loans as of the effective date of such notice as provided hereinbelowin SECTION 2.09(b). Upon receipt In the event any Lender shall exercise its rights hereunder, all payments and prepayments of any principal which would otherwise have been applied to repay the LIBO Loans that would have been made by such noticeLender or the converted LIBO Loans of such Lender, shall instead be applied to repay the Agent shall promptly notify Prime Rate Loans made by such Lender in lieu of, or resulting from the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice LIBO Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis SECTION 2.11, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank Borrower pursuant to SECTION 2.11(a) above shall use reasonable efforts to change the jurisdiction of its Applicable Lending Officebe effective, if such change would avoid such unlawfulness lawful, and would notif any LIBO Loans shall then be outstanding, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party by any Participating Bank shall be effective as to each Eurodollar Rate Advance on the last day of the then-current Interest Period currently applicable to such Eurodollar Rate AdvancePeriod; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, and otherwise such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision herein, if if, after the adoption of or date hereof, (i) any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance LIBOR Loan or Alternative Currency Loan or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender to make Loans denominated in any Alternative Currency or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceBorrower, then, by written notice to ASI and to the Account Party and the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances LIBOR Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Participating Bank Lender hereunder, whereupon any request for a LIBOR Borrowing or Alternative Currency Borrowing (in the right of affected currency or currencies or to the Account Party affected Borrower), as the case may be, shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance an ABR Loan or Conversion a Loan denominated in Dollars, as the case may be, unless such declaration shall be forthwith suspended until subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such Participating Bank request shall withdraw such notice as provided hereinbelow or shall cease be deemed to be a Participating Bank hereunderhave been withdrawn); and (ii) such Lender may require that all outstanding Eurodollar Rate Advances LIBOR Loans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, made by it be Converted converted to Base Rate AdvancesABR Loans or Loans denominated in Dollars, as the case may be, in which event all Eurodollar Rate Advances such LIBOR Loans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, shall be automatically Converted converted to Base Rate Advances ABR Loans or Loans denominated in Dollars, as the case may be, as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt 53 48 In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal which would otherwise have been applied to repay the LIBOR Loans or Alternative Currency Loans, as the case may be, that would have been made by such noticeLender or the converted LIBOR Loans or Alternative Currency Loans, as the Agent case may be, of such Lender shall promptly notify instead be applied to repay the Participating Banks thereof. Promptly upon becoming aware that ABR Loans or Loans denominated in Dollars, as the circumstances that caused case may be, made by such Participating Bank to deliver such notice no longer existLender in lieu of, or resulting from the conversion of, such Participating Bank shall deliver notice thereof to LIBOR Loans or Alternative Currency Loans, as the Account Party and the Agent withdrawing such prior notice case may be. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.13, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party ASI by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance such Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentASI.

Change in Legality. (a) Notwithstanding any other provision herein, if if, after the adoption of or date hereof, any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness or impracticability) be made by such Participating Bank Lender hereunder, whereupon the right of the Account Party such Lender will not make any further Eurodollar Loans and any request for a Eurodollar Borrowing, shall, as to select Eurodollar Rate Advances such Lender only, be deemed a request for any Advance or Conversion an ABR Loan unless such declaration shall be forthwith suspended until subsequently withdrawn (or, if a Loan to the Borrower cannot be made for the reasons specified above, such Participating Bank request shall withdraw such notice as provided hereinbelow or shall cease be deemed to be a Participating Bank hereunderhave been withdrawn); and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal which would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.12, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.

Change in Legality. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the adoption of or Closing Date, any change in any law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Participating Bank Lender to make or maintain any Eurodollar Rate Advance Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Rate AdvanceLoan, then, by written notice to the Account Party Borrower and to the Issuing Bank, such Participating Bank mayAdministrative Agent: (i) such Lender may declare that Eurodollar Rate Advances Loans will not thereafter (for the duration of such unlawfulness) be made by such Participating Bank hereunderLender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for 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 right of the Account Party to select Eurodollar Rate Advances for any Advance or Conversion case may be), unless such declaration shall be forthwith suspended until such Participating Bank shall withdraw such notice as provided hereinbelow or shall cease to be a Participating Bank hereundersubsequently withdrawn; and (ii) such Lender may require that all outstanding Eurodollar Rate Advances Loans made by it be Converted converted to Base Rate AdvancesABR Loans, in which event all such Eurodollar Rate Advances Loans shall be automatically Converted converted to Base Rate Advances ABR Loans as of the effective date of such notice as provided hereinbelowin paragraph (b) below. Upon receipt In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of any principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such noticeLender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the Agent shall promptly notify the Participating Banks thereof. Promptly upon becoming aware that the circumstances that caused such Participating Bank to deliver such notice no longer existconversion of, such Participating Bank shall deliver notice thereof to the Account Party and the Agent withdrawing such prior notice Eurodollar Loans. (but the failure to do so shall impose no liability upon such Participating Bank). Promptly upon receipt b) For purposes of such withdrawing notice from such Participating Bankthis Section 2.15, the Agent shall deliver notice thereof to the Account Party and the Participating Banks and such suspension shall terminate. Prior to any Participating Bank giving a notice to the Account Party under this subsection (f), such Participating Bank shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Participating Bank, be otherwise disadvantageous to such Participating Bank. Any notice to the Account Party Borrower by any Participating Bank Lender shall be effective as to each Eurodollar Rate Advance Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Rate AdvanceLoan; provided that if such notice shall state that the maintenance of such Advance until such last day would be unlawful, in all other cases such notice shall be effective on the date of receipt by the Account Party and the AgentBorrower.