Common use of Change in Legality Clause in Contracts

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than or any Eurocurrency Term SOFR Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or any Term SOFR Loan, then, by written notice to the Applicable Borrower applicable Borrowers and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans or Term SOFR Loans, as the case may beapplicable, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods Periods) and ABR Loans and U.S. Base Daily Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans or Term SOFR Loans), as applicable, whereupon any request for a Eurocurrency Borrowing or Term SOFR Borrowing (or to convert an ABR a Daily Rate Borrowing to a Eurocurrency Borrowing or a Term SOFR Borrowing or to continue a Eurocurrency Borrowing or a Term SOFR Borrowing for an additional Interest Period) ), as applicable, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Daily Rate Loan (or a request to continue an ABR Loan or a U.S. Base Daily Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Term SOFR Loan into a Daily Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans or Term SOFR Loans, as applicable, made by it be converted to ABR Loans or U.S. Base Daily Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Daily Rate Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans or Term SOFR Loans, as applicable, that would have been made by such Lender or the converted Eurocurrency Loans or Term SOFR Loans, as applicable, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Daily Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender or any of its Affiliates which shall be party to a Local Currency Addendum to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Local Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or Local Currency Loan, or shall limit the convertibility into Dollars of any Local Currency (or make such conversion commercially impracticable), then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans or Loans in any affected Local Currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Standby Loan shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), and any request for a Local Currency Borrowing in such Local Currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans in Dollars made by it be converted to ABR Loans or U.S. Base Rate Loans, as Loans and that all outstanding Local Currency Loans made by it in the case may beaffected Local Currency be promptly prepaid, in which event all such Eurocurrency Loans in Dollars shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) belowbelow and all such Local Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under subparagraph (i) or (ii) aboveabove with respect to Eurocurrency Loans in Dollars, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if the adoption of or any Change change in Law 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 Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanEurodollar Rate Advance, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Rate Advances will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon the right of the Borrower to select Eurodollar Rate Advances for any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to conversion shall be forthwith suspended until such Lender only, shall withdraw such notice as provided hereinbelow or shall cease to be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request Lender hereunder pursuant to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawnSection 10.07(g) hereof; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it Eurodollar Rate Advances be converted to ABR Loans or U.S. Base Rate Loans, as the case may beAdvances, in which event all such Eurocurrency Loans Eurodollar Rate Advances shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Advances as of the effective date of such notice as provided in paragraph (b) herein below. In Upon receipt of any such notice, the event Administrative Agent shall promptly notify the other Lenders. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender (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 Borrower and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrower under this subsection (f), such 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 Lender, be otherwise disadvantageous to such Lender. Any notice to the Borrower by any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments be effective as to each Eurodollar Rate Advance on the last day of principal the Interest Period currently applicable to such Eurodollar Rate Advance; provided that would otherwise have been applied to repay if such notice shall state that the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans maintenance of such Lender shall instead Advance until such last day would be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofunlawful, such Eurocurrency Loansnotice shall be effective on the date of receipt by the Borrower and the Administrative Agent.

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

Change in Legality. (a) Notwithstanding any other provision of anything to the contrary contained elsewhere in this Agreement, if (x) any Change change after the Closing Date in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall make it unlawful for any a Lender to make or maintain any Eurocurrency a Eurodollar Loan (other than any Eurocurrency or Discount Rate Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or Discount Rate Loan or (y) at any Eurocurrency Loantime any Lender determines that the making or continuance of any of its Eurodollar Loans or Discount Rate Loans has become impracticable as a result of a contingency occurring after the Closing Date which adversely affects the applicable interbank market or the position of such Lender in such market, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: Borrowers, such Lender may (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Loans or Discount Rate Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request by the Borrowers for a Eurocurrency (A) Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or unless such declaration shall be subsequently withdrawn and, (B) a U.S. Base Borrowing comprised of Discount Rate Loans shall, as to such Lenders only, be deemed a request for a Canadian Prime Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding Eurocurrency (A) Eurodollar Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Eurodollar Loans shall be automatically converted to ABR Loans or U.S. Base as of the effective date of such notice as provided in paragraph (b) below, and (B) Discount Rate Loans made by it be converted to Canadian Prime Rate Loans, as the case may be, in which event all such Discount Rate Loans shall be automatically converted to Canadian Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Eurodollar Loans or Discount Rate Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Eurodollar Loans or Discount Rate Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Canadian Prime Rate Loans Loans, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Eurodollar Loans or Discount Rate Loans, as the case may be. (b) For purposes of this Section 2.17, a notice to the Borrowers by any Lender pursuant to paragraph (a) above shall be effective, if lawful, and if any Eurodollar Loans or Discount Rate Loans, as the case may be, shall then be outstanding, on the last day of the then-current Interest Period or Contract Period, otherwise, such notice shall be effective on the date of receipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Eurodollar Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or Eurodollar Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans or Eurodollar Loans, as the case may be, will shall not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for additional Interest Periods and ABR Eurodollar Competitive Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrower for a Eurocurrency Borrowing (Loan or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Eurodollar Standby Borrowing, as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), the Borrower unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Eurodollar Loans, as the case may be, made by it be converted to ABR Loans, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Eurodollar Loans, as the case may be, shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) belowbelow (such conversion to be made, in the case of a Eurocurrency Loan, into dollars at the applicable Spot Exchange Rate). In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Eurodollar Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans or Eurodollar Loans. (b) For purposes of this Section, a notice to the Borrower by any Lender shall be effective as to each Eurocurrency Loan or Eurodollar Loan, as the case may be, if lawful, on the last day of the Interest Period then applicable to such Eurocurrency Loan or Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of anything to the contrary contained elsewhere in this Agreement, if (x) any Change change after the date of this Agreement in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall make it unlawful for any a Lender to make or maintain any Eurocurrency a Eurodollar Loan (other than any Eurocurrency or Discount Rate Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to a Eurodollar Loan or Discount Rate Loan or (y) at any Eurocurrency Loantime any Lender determines that the making or continuance of any of its Eurodollar Loans or Discount Rate Loans has become impracticable as a result of a contingency occurring after the Closing Date which adversely affects the applicable interbank market or the position of such Lender in such market, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: Borrowers, such Lender may (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Loans or Discount Rate Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request by the Borrowers for a Eurocurrency (A) Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or unless such declaration shall be subsequently withdrawn and, (B) a U.S. Base Borrowing comprised of Discount Rate Loans shall, as to such Lenders only, be deemed a request for a Canadian Prime Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding Eurocurrency (A) Eurodollar Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Eurodollar Loans shall be automatically converted to ABR Loans or U.S. Base as of the effective date of such notice as provided in paragraph (b) below, and (B) Discount Rate Loans made by it be converted to Canadian Prime Rate Loans, as the case may be, in which event all such Discount Rate Loans shall be automatically converted to Canadian Prime Rate Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Eurodollar Loans or Discount Rate Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Eurodollar Loans or Discount Rate Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Canadian Prime Rate Loans Loans, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Eurodollar Loans or Discount Rate Loans, as the case may be. (b) For purposes of this Section 2.17, a notice to the Borrowers by any Lender pursuant to paragraph (a) above shall be effective, if lawful, and if any Eurodollar Loans or Discount Rate Loans, as the case may be, shall then be outstanding, on the last day of the then-current Interest Period or Contract Period, otherwise, such notice shall be effective on the date of receipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if the adoption of or any Change change in Law 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 Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanEurodollar Rate Advance, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Rate Advances will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon the right of any request Borrower to select Eurodollar Rate Advances for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency any Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to conversion shall be forthwith suspended until such Lender only, shall withdraw such notice as provided hereinbelow or shall cease to be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request Lender hereunder pursuant to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawnSection 10.07(g) hereof; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it Eurodollar Rate Advances be converted to ABR Loans or U.S. Base Rate Loans, as the case may beAdvances, in which event all such Eurocurrency Loans Eurodollar Rate Advances shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Advances as of the effective date of such notice as provided in paragraph (b) herein below. In Upon receipt of any such notice, the event Administrative Agent shall promptly notify the other Lenders. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender (or upon such Lender assigning all of its Commitment, 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 Borrowers and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrowers under this subsection (f), such 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 Lender, be otherwise disadvantageous to such Lender. Any notice to the Borrowers by any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments be effective as to each Eurodollar Rate Advance on the last day of principal the Interest Period currently applicable to such Eurodollar Rate Advance; provided that would otherwise have been applied to repay if such notice shall state that the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans maintenance of such Lender shall instead Advance until such last day would be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofunlawful, such Eurocurrency Loansnotice shall be effective on the date of receipt by the Borrowers and the Administrative Agent.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than in any Eurocurrency Loan under the Australian Revolving Credit Facility) currency or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, or shall limit the convertibility into US Dollars of any Alternative Currency (or make such conversion commercially impracticable), then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as Loans in the case may be, affected currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon (A) if the affected currency shall be US Dollars, such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, and any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Revolving Loan in the affected currency shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), and (B) if the affected currency is an Alternative Currency, any request for a Eurocurrency Borrowing in such currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may (A) if the affected currency shall be US Dollars, require that all outstanding Eurocurrency Loans in US Dollars made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans in US Dollars shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. , and (B) if the affected currency shall be an Alternative Currency, require that all outstanding Eurocurrency Loans made by it in such currency be promptly prepaid, in which event all such Eurocurrency Loans shall be promptly prepaid In the event any Lender shall exercise its rights under subparagraph (i) or (ii) aboveabove with respect to Eurocurrency Loans in US Dollars, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.15, a notice by any Lender shall be effective as to each Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the date hereof, any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower or the UK Borrower, as applicable, and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan and any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan unless such declaration shall be subsequently withdrawn (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.16, a notice to the Borrower or the UK Borrower, as applicable, by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower or the UK Borrower, as applicable.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if if, after the date hereof, (i) any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan or any Revolving Alternate Currency Loan or (other than ii) there shall have occurred any Eurocurrency Loan under change in national or international financial, political or economic conditions (including the Australian Revolving Credit Facilityimposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Fronting Lender to give effect to its obligations as contemplated hereby with respect to make any Eurocurrency LoanRevolving Alternate Currency Loans, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency LoansLoans or Revolving Alternate Currency Loans (in the affected currency or currencies), as the case may be, will not thereafter (for the duration of such unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request for a Eurocurrency Borrowing or Revolving Alternate Currency Borrowing (in the affected currency or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) currencies), as the case may be, shall, as to such Lender only, be deemed (A) in the case of a request for a Revolving Dollar Loan, a request for an ABR Loan or a U.S. Base Rate Loan (or B) in the case of a request for a Revolving Alternate Currency Loan, to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently have been withdrawn; and (ii) such Lender may require (A) that all outstanding affected Eurocurrency Revolving Dollar Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may beand (B) that all affected Eurocurrency Revolving Alternate Currency Loans made by it be prepaid, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loansprepaid, as the case may be, as of the effective date of such notice as provided in paragraph (b) belowof this Section. In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Revolving Dollar Loans that would have been made by such Lender or the converted Eurocurrency Revolving Dollar Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section, a notice to the Company by any Lender shall be effective as to each such Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Company.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if the adoption of or any Change change in Law 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 Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanEurodollar Rate Advance, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Rate Advances will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon the right of the Borrower to select Eurodollar Rate Advances for any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to Conversion shall be forthwith suspended until such Lender only, shall withdraw such notice as provided hereinbelow or shall cease to be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request Lender hereunder pursuant to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawnSection 10.07(g) hereof; and (ii) such Lender may require that all outstanding Eurocurrency Loans Eurodollar Rate Advances made by it be converted Converted to ABR Loans or U.S. Base Rate Loans, as the case may beAdvances, in which event all such Eurocurrency Loans Eurodollar Rate Advances by all Lenders shall be automatically converted Converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Advances as of the effective date of such notice as provided in paragraph (b) herein below. In Upon receipt of any such notice, the event Administrative Agent shall promptly notify the other Lenders. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations hereunder in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Borrower and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrower under this subsection (f), such 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 Lender, be otherwise disadvantageous to such Lender. Any notice to the Borrower by any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments be effective as to each Eurodollar Rate Advance on the last day of principal the Interest Period currently applicable to such Eurodollar Rate Advance; provided that would otherwise have been applied to repay if such notice shall state that the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans maintenance of such Lender shall instead Advance until such last day would be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofunlawful, such Eurocurrency Loansnotice shall be effective on the date of receipt by the Borrower and the Administrative Agent.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the date hereof, any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or Alternative Currency Loan, or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency LIBOR Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency LIBOR Borrowing or to continue a Eurocurrency LIBOR Borrowing or EURIBOR Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency LIBOR Loan into an ABR Loan or a U.S. Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency LIBOR Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as and all EURIBOR Term Loans made by it converted to ABR Loans (with all remaining payment obligations of the case may beBorrower with respect thereto denominated in Dollars based on the Dollar Equivalent of the outstanding amounts on the date of such conversion), in which event all such Eurocurrency LIBOR Loans and EURIBOR Term Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender or any of its Affiliates which shall be party to a Local Currency Addendum to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Local Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or Local Currency Loan, or shall limit the convertibility into Dollars of any Local Currency (or make such conversion commercially impracticable), then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans or Loans in any affected Local Currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon such Lender shall not submit a 31 26 Competitive Bid in response to a request for a Eurocurrency Competitive Loan, any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Standby Loan shall, as to such Lender only, be deemed a request for an ABR Loan or Loan, and any request for a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as Local Currency Borrowing in such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)Local Currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans in Dollars made by it be converted to ABR Loans or U.S. Base Rate Loans, as and that all outstanding Local Currency Loans made by it in the case may beaffected Local Currency be promptly prepaid, in which event all such Eurocurrency Loans in Dollars shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) belowbelow and all such Local Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under (i) or (ii) aboveabove with respect to Eurocurrency Loans in Dollars, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.14, a notice by any Lender shall be effective as to each Eurocurrency Loan or Local Currency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan or Local Currency Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if the adoption of or any Change change in Law 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 Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanEurodollar Rate Advance, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Rate Advances will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon the right of either Borrower to select Eurodollar Rate Advances for any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to conversion shall be forthwith suspended until such Lender only, shall withdraw such notice as provided hereinbelow or shall cease to be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request Lender hereunder pursuant to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawnSection 10.07(g) hereof; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it Eurodollar Rate Advances be converted to ABR Loans or U.S. Base Rate Loans, as the case may beAdvances, in which event all such Eurocurrency Loans Eurodollar Rate Advances shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Advances as of the effective date of such notice as provided in paragraph (b) herein below. In Upon receipt of any such notice, the event Administrative Agent shall promptly notify the other Lenders. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender (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 Borrowers and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrowers under this subsection (f), such 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 Lender, be otherwise disadvantageous to such Lender. Any notice to the Borrowers by any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments be effective as to each Eurodollar Rate Advance on the last day of principal the Interest Period currently applicable to such Eurodollar Rate Advance; provided that would otherwise have been applied to repay if such notice shall state that the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans maintenance of such Lender shall instead Advance until such last day would be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofunlawful, such Eurocurrency Loansnotice shall be effective on the date of receipt by the Borrowers and the Administrative Agent.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon where upon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.14, a notice to the U.S. Borrower by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by such Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreementanything to the contrary herein contained, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender Bank to make or maintain any Eurocurrency Eurodollar Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as in respect of any Eurodollar Borrowing contemplated hereby with respect to any Eurocurrency Loanhereby, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Bank may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)Bank hereunder, whereupon any request by any Borrower for a Eurocurrency Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender Bank only, be deemed a request for an ABR Loan Alternate Base or a U.S. Base the Comerica Prime Rate, as applicable, Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Eurodollar Loans made by it be converted to ABR Loans or U.S. Alternate Base Rate Loans, as the case may be, in which event all such Eurocurrency Eurodollar Loans shall be automatically converted to ABR Loans or U.S. Alternate Base Rate Loans if Acquisition Loans and to Comerica Prime Rate Loans if Floor Plan Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender Bank shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Eurodollar Loans that would have been made by such Lender Bank or the converted Eurocurrency Eurodollar Loans of such Lender Bank shall instead be applied to repay the ABR Loans or U.S. Alternate Base Rate Loans if Acquisition Loans and to Comerica Prime Rate Loans if Floor Plan Loans, made by such Lender Bank in lieu of, or resulting from the conversion of, such Eurocurrency Eurodollar Loans; provided, however, the Alternate Base Rate Loans or Comerica Prime Rate Loans resulting from the conversion of such Eurodollar Loans shall be prepayable only at the times the converted Eurodollar Loans would have been prepayable, notwithstanding the provisions of Section 5.7(a). (b) For purposes of Section 5.9(a), a notice to the Agent by any Bank shall be effective as to each Eurodollar Loan, if lawful, on the last day of the then-current Interest Period or, if there are then two (2) or more current Interest Periods, on the last day of each such Interest Period, respectively; otherwise, such notice shall be effective on the date of receipt by the Agent. (c) The term "Bank" or "Banks" as used in this Section 5.9 shall include the Swing Line Bank and the provisions hereof, when applicable, shall apply to the Swing Line Bank.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein contained, if any Change change in Law any law or regulation or in the interpretation thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any the Lender to make or maintain any Eurocurrency Eurodollar Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Eurodollar Loan, then, by written notice to the Applicable Borrower and to Borrower, the Applicable Administrative AgentLender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Eurodollar Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon made by the Lender hereunder and any request by the Borrower for a Eurocurrency continuation of a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, shall be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), Borrowing unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Eurodollar Loans made by it be converted to ABR Loans or U.S. into Base Rate Loans, as the case may be, in which event all such Eurocurrency Eurodollar Loans shall be automatically converted to ABR Loans or U.S. into Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any the Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Eurodollar Loans of such the Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, of such Eurocurrency Eurodollar Loans. (b) For purposes of this Section 2.11, a notice to the Borrower by the Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower. In the event that the circumstances giving rise to such notice to the Borrower by the Lender under this Section 2.11 shall cease to exist, (i) the Lender shall so notify the Borrower as soon as practicable and (ii) on the third Business Day following the delivery of notice pursuant to clause (i), each Base Rate Borrowing shall automatically be converted into a Eurodollar Borrowing with an Interest Period of one month (or such other Interest Period as the Borrower shall have elected in writing by delivery to the Lender of a Loan/Continuation Notice).

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if if, after the Restatement Effective Date, (i) any Change in Law shall make have made it unlawful for any Lender to make or maintain any Eurocurrency LIBOR Loan, EURIBOR Loan or CDOR Loan or (other than ii) there shall have occurred any Eurocurrency Loan under change in national or international financial, political or economic conditions (including the Australian Revolving Credit Facilityimposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender to give effect to its obligations as contemplated hereby with respect to make any Eurocurrency LIBOR Loan, EURIBOR Loan or CDOR Loan, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency LoansLIBOR Loans or EURIBOR Loans (in the affected currency or currencies) or CDOR Loan, as the case may be, will not thereafter (for the duration of such unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request for a Eurocurrency LIBOR Borrowing or EURIBOR Borrowing (in the affected currency or to convert an ABR Borrowing to currencies) or a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) CDOR Borrowing, as the case may be, shall, as to such Lender only, be deemed (A) in the case of a request for a Loan denominated in US Dollars, a request for an ABR Loan or a U.S. Base Rate Loan (or B) in the case of a request for a Loan denominated in any other currency, to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently have been withdrawn; and (ii) such Lender may require (A) that all outstanding Eurocurrency affected LIBOR Loans denominated in US Dollars made by it be converted to ABR Loans and (B) that all affected LIBOR Loans denominated in any other currency or U.S. Base Rate Loans, as the case may beEURIBOR or CDOR Loans made by it be prepaid, in which event all such Eurocurrency LIBOR Loans, EURIBOR Loans or CDOR Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loansprepaid, as the case may be, in each case as of the effective date of such notice as provided in paragraph (b) belowof this Section. In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency LIBOR Loans, EURIBOR Loans that would have been made by such Lender or the converted Eurocurrency CDOR Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LIBOR Loans, EURIBOR Loans or CDOR Loans. (b) For purposes of this Section, a notice to the Company by any Lender shall be effective as to each such Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Company.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if the adoption of or any Change change in Law 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 Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanEurodollar Rate Advance, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Rate Advances will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon the right of the Borrower to select Eurodollar Rate Advances for any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to conversion shall be forthwith suspended until such Lender only, shall withdraw such notice as provided hereinbelow or shall cease to be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request Lender hereunder pursuant to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawnSection 10.07(g) hereof; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it Eurodollar Rate Advances be converted to ABR Loans or U.S. Base Rate Loans, as the case may beAdvances, in which event all such Eurocurrency Loans Eurodollar Rate Advances shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Advances as of the effective date of such notice as provided in paragraph (b) herein below. In Upon receipt of any such notice, the event Administrative Agent shall promptly notify the other Lenders. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender (or upon such Lender assigning all of its Commitments, Advances 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 Borrower and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrower under this subsection (f), such 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 Lender, be otherwise disadvantageous to such Lender. Any notice to the Borrower by any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments be effective as to each Eurodollar Rate Advance on the last day of principal the Interest Period currently applicable to such Eurodollar Rate Advance; provided that would otherwise have been applied to repay if such notice shall state that the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans maintenance of such Lender shall instead Advance until such last day would be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofunlawful, such Eurocurrency Loansnotice shall be effective on the date of receipt by the Borrower and the Administrative Agent.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender or any of its Affiliates to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Borrowing, and any request for a Eurocurrency Revolving Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans denominated in Dollars made by it be converted to ABR Loans (which ABR Loans shall, for purposes of this Section 2.15, be determined at a rate per annum by reference to the greater of clause (a) or U.S. (b) of the definition of the term “Alternate Base Rate Loans, as Rate”) and that all outstanding Eurocurrency Loans denominated in the case may beaffected Alternative Currency or affected Non-US Currency be promptly prepaid, in which event all such Eurocurrency Loans in Dollars shall be automatically converted to ABR Loans or U.S. Base Rate Loans, (at a rate per annum as the case may be, so determined) as of the effective date of such notice as provided in paragraph (b) belowbelow and all such Alternative Currency Loans and Non-US Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under (i) or (ii) aboveabove with respect to Eurocurrency Loans, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Amended Agreement, if after the date hereof, (i) any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency LIBOR Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LIBOR Loan, or (ii) there shall have occurred any change in national or international financial, political or economic conditions, other than those arising under Section 2.24, (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender to make Loans denominated in any Foreign Currency to the Borrowers, as contemplated by this Amended Agreement, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (iA) such Lender may declare that Eurocurrency Loans, as LIBOR Loans or Foreign Currency Revolving Loans (in the case may be, affected Foreign Currency) will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency LIBOR Loans), whereupon any request for a Eurocurrency Borrowing LIBOR Loan (or to convert an ABR Borrowing to a Eurocurrency Eurodollar Borrowing or to continue a Eurocurrency Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, (I) if such Loan is a U.S. Dollar Revolving Loan, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency LIBOR Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn, or (II) if such Loan or is a U.S. Base Rate Foreign Currency Revolving Loan), be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR LIBOR Loans or U.S. Base Rate Loans, Foreign Currency Revolving Loans (in the affected Foreign Currency) as the case may be, made by it be (I) if such Loans are U.S. Dollar Revolving Loans, converted to ABR Loans, in which event all such Eurocurrency LIBOR Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below or U.S. Base Rate (II) if such Loans are Foreign Currency Revolving Loans, as repaid immediately, in which event all such Foreign Currency Revolving Loans (in the case may be, affected Foreign Currency) shall be required to be repaid in full by the Borrowers as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) aboveabove with respect to any U.S. Dollar Revolving Loans, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency LIBOR Loans that would have been made by such Lender or the converted Eurocurrency LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LIBOR Loans. (b) For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be effective as to each LIBOR Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR Loan or, if there are then two or more current Interest Periods, on the last day of each such Interest Period, respectively; otherwise, such notice shall be effective on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if the adoption of or any Change change in Law 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 Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) Eurodollar Rate Advance or Eurodollar Competitive Advance or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanEurodollar Rate Advance or Eurodollar Competitive Advance, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Rate Advances and Eurodollar Competitive Advances will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon the right of any request Borrower to select Eurodollar Rate Advances for a Eurocurrency any Borrowing (or to convert an ABR and any Competitive Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to consisting of Eurodollar Competitive Advances shall be forthwith suspended until such Lender only, shall withdraw such notice as provided hereinbelow or shall cease to be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request Lender hereunder pursuant to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawnSection 10.07(g) hereof; and (ii) such Lender may require that all outstanding Eurocurrency Loans Eurodollar Rate Advances and Eurodollar Competitive Advances made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, repaid as of the effective date of such notice as provided in paragraph (b) herein below. In Upon receipt of any such notice, the event Administrative Agent shall promptly notify the other Lenders. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender (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 Borrowers and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrowers under this subsection (f), such 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 Lender, be otherwise disadvantageous to such Lender. Any notice to the Borrowers by any Lender shall exercise its rights under (i) be effective as to each Eurodollar Rate Advance and Eurodollar Competitive Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance or (ii) above, all payments and prepayments of principal Eurodollar Competitive Advance; provided that would otherwise have been applied to repay if such notice shall state that the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans maintenance of such Lender shall instead Advance until such last day would be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofunlawful, such Eurocurrency Loansnotice shall be effective on the date of receipt by the Borrowers and the Administrative Agent.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if after the date hereof, (i) any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency LIBOR Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LIBOR Loan, or (ii) there shall have occurred any change in national or international financial, political or economic conditions, other than those arising under Section 2.14, (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 Foreign Currency to the Borrowers, as contemplated by this Agreement, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (iA) such Lender may declare that Eurocurrency Loans, as LIBOR Loans or Foreign Currency Revolving Loans (in the case may be, affected Foreign Currency) will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency LIBOR Loans), whereupon any request for a Eurocurrency Borrowing LIBOR Loan (or to convert an ABR Borrowing to a Eurocurrency Eurodollar Borrowing or to continue a Eurocurrency Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, (I) if such Loan is a U.S. Dollar Revolving Loan, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency LIBOR Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn, or (II) if such Loan or is a U.S. Base Rate Foreign Currency Revolving Loan), be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR LIBOR Loans or U.S. Base Rate Loans, Foreign Currency Revolving Loans (in the affected Foreign Currency) as the case may be, made by it be (I) if such Loans are U.S. Dollar Revolving Loans, converted to ABR Loans, in which event all such Eurocurrency LIBOR Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below or U.S. Base Rate (II) if such Loans are Foreign Currency Revolving Loans, as repaid immediately, in which event all such Foreign Currency Revolving Loans (in the case may be, affected Foreign Currency) shall be required to be repaid in full by the Borrowers as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) aboveabove with respect to any U.S. Dollar Revolving Loans, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency LIBOR Loans that would have been made by such Lender or the converted Eurocurrency LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LIBOR Loans. (b) For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be effective as to each LIBOR Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR Loan or, if there are then two or more current Interest Periods, on the last day of each such Interest Period, respectively; otherwise, such notice shall be effective on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender Bank to make or maintain any Eurocurrency Eurodollar Standby Loan (other than any Eurocurrency or Competitive Bid LIBOR Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Competitive Bid LIBOR Loan or Eurodollar Standby Loan, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Bank may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Competitive Bid LIBOR Loans and Eurodollar Standby Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)Bank hereunder, whereupon any request by the Company for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Competitive Bid LIBOR Borrowing or to continue a Eurocurrency Eurodollar Standby Borrowing for an additional Interest Period) shall, as to such Lender Bank only, be deemed a request for an ABR Loan in the case of Eurodollar Standby Loans or a U.S. Base Competitive Bid Absolute Rate Loan (or in the case of a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Competitive Bid LIBOR Loan), in each case unless such declaration shall be subsequently withdrawn; and; (ii) such Lender may require that all outstanding Eurocurrency Eurodollar Standby Loans made by it be converted to ABR Loans or U.S. Base all outstanding Competitive LIBOR Loans made by it be converted to Competitive Bid Absolute Rate Loans, as the case may be, in which event all such Eurocurrency Eurodollar Standby Loans shall be automatically converted to ABR Loans or U.S. Base and all Competitive Bid LIBOR Loans shall be automatically converted to Competitive Bid Absolute Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender Bank shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Eurodollar Standby Loans or Competitive Bid LIBOR Loans that would have been made by such Lender Bank or the converted Eurocurrency Eurodollar Standby Loans or converted Competitive Bid LIBOR Loans, as applicable, of such Lender Bank shall instead be applied to repay the ABR Loans or U.S. Base the Competitive Bid Absolute Rate Loans Loans, as applicable made by such Lender Bank in lieu of, or resulting from the conversion of, such Eurocurrency Eurodollar Standby Loans or the Competitive Bid LIBOR Loans, as applicable. (b) For purposes of this Section 2.14, a notice to the Company by any Bank shall be effective as to each Eurodollar Standby Loan or Competitive Bid LIBOR Loan, as applicable, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Standby Loan or Competitive Bid LIBOR Loan; in all other cases such notice shall be effective on the date of receipt by the Company.

Change in Legality. (a) Notwithstanding anything to the contrary herein contained, if, after the Closing Date, any other provision of this Agreement, if change in any Change law or regulation or in Law the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make make, maintain or maintain fund or charge interest with respect to any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect hereby, or to determine or charge interest rates based upon LIBOR, or any Eurocurrency LoanGovernmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: (i) (x) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such LIBOR Loan or to make or continue LIBOR Loans or to convert ABR Loans to LIBOR Loans, shall be suspended, whereupon the Borrower shall be prohibited from requesting LIBOR Loans from such Lender hereunder in such affected currency or currencies unless such notice is subsequently withdrawn and (y) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBOR component of the Alternate Base Rate, such Lender may declare request that Eurocurrency Loans, as the case may be, will not thereafter (for the duration interest rate on which ABR Loans of such unlawfulness) Lender shall, if necessary to avoid such illegality, be made determined by the Administrative Agent without reference to the LIBOR component of the Alternate Base Rate, in each case until such Lender hereunder (or be continued for additional Interest Periods notifies the Administrative Agent and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as the Borrower that the circumstances giving rise to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawndetermination no longer exists; and (ii) (x) such Lender may require that demand the Borrower prepay or, if applicable, convert all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or U.S. immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon LIBOR, such Lender may request that the Administrative Agent, during the period of such suspension, compute the Alternate Base Rate Loans made applicable to such Lender without reference to the LIBOR component thereof until the Administrative Agent is advised in writing by such Lender in lieu ofthat it is no longer illegal for such Lender to determine or charge interest rates based upon LIBOR. (b) For purposes of this Section 2.18, or resulting from a notice to the conversion of, such Eurocurrency LoansBorrower by any Lender pursuant to Section 2.18(a) shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any SOFR Loan, Eurocurrency Rate Loan, any SXXXX Loan (other than or any Eurocurrency CDOR Rate Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any SOFR Loan, Eurocurrency Rate Loan, any SXXXX Loan or any CDOR Rate Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may declare (A) that Eurocurrency Loans, as the case may be, SOFR Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods Periods) and ABR Loans will not thereafter (for such duration) be converted into SOFR Loans, (B) that Eurocurrency Rate Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods), (C) if the affected currency is Sxxxxxxx, that SXXXX Xxxxx will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder and U.S. Base (D) if the affected currency is Canadian Dollars, that CDOR Rate Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and, Canadian Prime Rate Loans will not thereafter (for such duration) be converted into Eurocurrency CDOR Rate Loans), in each case, whereupon any request for a SOFR Borrowing, Eurocurrency Rate Borrowing, a SXXXX Borrowing or CDOR Rate Borrowing (or to (x) in the case of a Borrowing of US Dollar-Denominated Loans if US Dollars are the affected currency, convert an ABR Borrowing to a Eurocurrency SOFR Borrowing or to continue a Eurocurrency SOFR Borrowing for an additional Interest Period and (y) in the case of a Borrowing of Canadian Dollar-Denominated Loans if Canadian Dollars are the affected currency, convert a Canadian Prime Rate Borrowing to a CDOR Rate Borrowing or to continue a CDOR Rate Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for (x) in the case of US Dollar-Denominated Loans if the affected currency is US Dollars, an ABR Loan, (y), in the case of Canadian Dollar-Denominated Loans if the affected currency is Canadian Dollars, a Canadian Prime Rate Loan or (z) in the case of Alternate Currency-Denominated Loans if the affected currency is an Alternate Currency, a U.S. Base Rate Loan (or a request in such currency bearing interest at an alternative interest rate mutually acceptable to continue an ABR Loan or a U.S. Base Rate Loan as the Borrower and such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)Lender, in each case, unless such declaration shall be subsequently withdrawn; and; (ii) such Lender may require that (A) if US Dollars is the affected currency, all outstanding Eurocurrency SOFR Loans made by it such Lender shall be converted to ABR Loans or U.S. Base Rate Loans, as (B) if Canadian Dollars is the case may beaffected currency, all outstanding CDOR Rate Loans made by such Lender shall be converted to Canadian Prime Rate Loans and (C) if an Alternate Currency (other than Canadian Dollars) is the affected currency, such Loans denominated in such currency convert to Loans bearing interest at an alternative rate mutually acceptable to the Borrower and such Lender, in which event all such Eurocurrency Loans shall be automatically so converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below; and (iii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted Term SOFR component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists (which notice such Lxxxxx agrees to give promptly). In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the SOFR Loans, Eurocurrency Loans Rate Loans, SXXXX Loan or CDOR Rate Loans, as applicable, that would have been made by such Lender or the converted SOFR Loans, Eurocurrency Rate Loans or CDOR Rate Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such SOFR Loans, Eurocurrency Rate Loans or CDOR Rate Loans, as applicable.

Change in Legality. (a) Notwithstanding Notwith- standing any other provision of this Agreementherein other than Section 2.14(c), if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Eurodollar Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Eurodollar Loan, then, by written or telecopy notice to Alcoa and the Applicable Borrower and to the Applicable Administrative AgentAgents, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request by a Borrower for a Eurocurrency Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Eurodollar Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Eurodollar Loans shall automatically be automatically so converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Eurodollar Loans that would have been made by such Lender or the converted Eurocurrency Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Eurodollar Loans. (b) Notwithstanding any other provision herein other than Section 2.14(c), if any change in applicable law or in the interpretation or administration thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Australian Lender to maintain or give effect to its obligations under this Agreement, the Australian Lender may designate the latest date (the "Termination Date") on which its obligations under the Australia/U.S. Commitments may remain in effect without causing the Australian Lender to be in breach of a law as of the Termination Date or, if already unlawful, the Australian Lender may designate the Termination Date immediately. (c) For purposes of this Section 2.13, a notice by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt.

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

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Body charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written or telecopy notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request by the Borrower for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), without effect and void unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require (if required by law to do so) that all outstanding Eurocurrency Loans made by it be (A) in the case of Tranche A Loans, converted to ABR Loans or U.S. Base Rate CD Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR CD Loans or U.S. Base Rate Loans, as with an Interest Period selected by the case may be, Borrower as of the effective date of such notice as provided in paragraph (b) below, and (B) in the case of Tranche B Loans, converted to Loans on such terms, and bearing interest at such rate, as shall be agreed upon by the Borrower and such Lender pursuant to a good faith negotiation and as shall avoid such illegality or, if no such agreement shall be reached, repaid, in which event all such Eurocurrency Loans shall be so converted or shall become due and payable, as the case may be. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans that 21 18 would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by of such Lender in lieu of, or resulting from the conversion of, of such Eurocurrency Loans. The Borrower may in any event prepay any Loan resulting from the conversion of any Eurocurrency Loan under this Section within five Business Days after such conversion. (b) For purposes of this Section 2.11, a notice to the Borrower by any Lender shall be effective as to each Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower. (c) In the event that any Lender shall give Borrower any notice contemplated by, or exercise its rights under, this Section the Borrower may at any time repay any outstanding Loans of such Lender (together with all accrued interest, if any), which repayment, if any, shall be without premium, penalty or other cost of any kind and shall not be subject to the requirements of Sections 2.12 and 2.16.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if if, after the date hereof, (i) any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Alternative Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency 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 the Alternative Currency or to any Borrower, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency LoansLoans or Alternative Currency Loans (in the affected currency or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request by a Borrower for a Eurocurrency Borrowing or Alternative Currency Borrowing (in the affected currency or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan denominated in Dollars, as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)the case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and (ii) such Lender may require that all outstanding Eurocurrency Loans or Alternative Currency Loans (in the affected currency or to the affected Borrower), as the case may be, made by it be converted to ABR Loans or U.S. Base Rate LoansLoans denominated in Dollars, as the case may be, in which event all such Eurocurrency Loans or Alternative Currency Loans (in the affected currency or to the affected Borrower) shall be automatically converted to ABR Loans or U.S. Base Rate LoansLoans denominated in Dollars, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans denominated in Dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LoansLoans or Loans denominated in Dollars, as the case may be. (b) For purposes of this Section 2.14, a notice to the Borrowers by any Lender shall be effective as to each Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if (i) any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Euro Rate Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Euro Rate Loan, or shall make it unlawful for any Issuing Bank to issue Letters of Credit or make or maintain Incremental Tranche A Term Loans denominated in an Alternative Currency, or (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 Issuing Bank to issue Letters of Credit denominated in such Alternative Currency, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans in dollars will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods Periods) and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing Borrowing, as the case may be, for an additional Interest Period) in dollars shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Euro currency Loan into an ABR Loan or a U.S. Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and; (ii) such Lender may require that all outstanding Eurocurrency Loans in dollars made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below; (iii) in the case of any such change affecting an Issuing Bank's ability to issue Letters of Credit denominated in an Alternative Currency, such Issuing Bank may declare that Letters of Credit will not thereafter be issued in the affected Alternative Currency or Currencies, whereupon the affected Alternative Currency or Currencies shall be deemed (for the duration of such unlawfulness and with respect to such Issuing Bank only) not to constitute an Alternative Currency; and (iv) such Lender may require that all of its outstanding Eurocurrency Loans made in Sterling and its outstanding EURIBOR Loans bear interest at a rate, determined by such Lender as approximates such Lender's cost of funds plus the Applicable Percentage from and after the effective date of such notice. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.14, a notice to the U.S. Borrower by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by such Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods Periods) and ABR Loans and U.S. Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing or a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or a U.S. Foreign Base Rate Loan Loans (in the case of Alternative Currency Loans) (or a request to continue an ABR Loan or a U.S. Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Foreign Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans (in the case of Dollar Loans) or U.S. Foreign Base Rate Loans, as Loans (in the case may be, of Alternative Currency Loans) in which event all such Eurocurrency Loans shall be automatically converted to such ABR Loans or U.S. Foreign Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. . (iii) 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 Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change in Law shall make it unlawful for any Lender or its Applicable Lending Office to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Foreign Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanLoan or Foreign Currency Loan or shall limit the convertibility of any Eligible Currency into Dollars (or make such conversion commercially impracticable), then, by written notice to the Applicable Borrower Anixter and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans or Foreign Currency Loans in any affected currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon (A) if Eurocurrency Loans denominated in Dollars shall be affected, such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans, and (B) any request by any Borrower for a Eurocurrency Borrowing (Loans or to convert Foreign Currency Loans in an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) affected currency shall, as to such Lender only, (x) in the case of a request for Eurocurrency Loans denominated in Dollars, be deemed a request for an ABR Loan in Dollars and (y) in any other case, be of no force or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)effect; unless, unless in each case, such declaration shall be subsequently withdrawn; and (ii) promptly upon becoming aware of a prospective Change in Law enter into negotiations with Anixter and negotiate in good faith to agree to a solution to such Lender may require illegality, limitation or impracticability; provided, however, that all if such an agreement has not been reached by the date at which such Change in Law makes unlawful the outstanding Eurocurrency Loans made or Foreign Currency Loans of such Lender, such affected Loans shall immediately be prepaid by it such Borrower or, if denominated in Dollars, shall be converted to ABR Loans or U.S. Base Rate Loans. (b) In the event that a Lender determines at any time following its giving of a notice referred to in Section 2.14(a) that such Lender may lawfully make Eurocurrency Loans, as such Lender shall promptly notify (by teletransmission or by telephone promptly confirmed in writing) the case may beapplicable Borrower and the Administrative Agent of that determination, in which event all whereupon such Borrower's right to request of the Lenders and the Lenders' obligation to make Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of restored. The Administrative Agent shall promptly forward any such notice as provided in paragraph it receives to the Lenders. (bc) below. In the event For purposes of this Section 2.14, a notice by any Lender shall exercise its rights under (i) or (ii) abovebe effective as to each Eurocurrency Loan, all payments and prepayments if lawful, on the last day of principal that would otherwise have been applied the Interest Period currently applicable to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LoansLoan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender Bank to make or maintain any Eurocurrency Eurodollar Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Eurodollar Loan, then, by written or telecopy notice to the Applicable Borrower and to the Applicable Administrative Agent, such Bank may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)Bank hereunder, whereupon any request by the Borrower for a Eurocurrency Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender Bank only, be deemed a request for an ABR a Base Rate Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Fixed Rate Loan as such or to convert the Borrower may elect following receipt of notice from the Agent that a Eurocurrency Eurodollar Loan into an ABR Loan or a U.S. Base Rate Loan)is unavailable, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Eurodollar Loans made by it be converted to ABR Base Rate Loans or U.S. Base Fixed Rate Loans, Loans as the case Borrower may beelect following receipt of notice from the Agent that Eurodollar Loans are no longer unavailable, in which event all such Eurocurrency Eurodollar Loans shall be automatically converted to ABR Base Rate Loans or U.S. Base Fixed Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender Bank shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Eurodollar Loans that would have been made by such Lender Bank or the converted Eurocurrency Eurodollar Loans of such Lender Bank shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans or Fixed Rate Loans, as the case may be, made by such Lender Bank in lieu of, or resulting from the conversion of, such Eurocurrency Eurodollar Loans. (b) For purposes of this Section 2.13, a notice to the Borrower by any Bank shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Term SOFR Loan, Daily Simple SOFR Loan (other than any Eurocurrency or Term CXXXX Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Term SOFR Loan, Daily Simple SOFR Loan or Term CXXXX Loan, then, by written notice to the Applicable Borrower (which notice shall include documentation or information in reasonable detail supporting the conclusions in such notice) and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Term SOFR Loans, as Daily Simple SOFR Loans and/or Term CXXXX Loans in the case may be, affected currency or currencies will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Term SOFR Loans or Daily Simple SOFR Loans and U.S. Canadian Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Term CXXXX Loans), whereupon any request for a Eurocurrency Term SOFR Borrowing, Daily Simple SOFR Borrowing or Term CXXXX Borrowing (or to convert an ABR Borrowing to a Eurocurrency Term SOFR Borrowing or Daily Simple SOFR Borrowing or a Canadian Base Rate Borrowing to a Term CXXXX Borrowing or to maintain a Daily Simple SOFR Loan at Daily Simple SOFR or to continue a Eurocurrency Term SOFR Borrowing as a Term SOFR Borrowing or a Term CXXXX Borrowing as a Term CXXXX Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Canadian Base Rate Loan (or a request to continue an ABR convert a Term SOFR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Daily Simple SOFR Loan into an ABR Loan or a U.S. Term CXXXX Loan into a Canadian Base Rate Loan, as the case may be), as applicable, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that (x) all outstanding Eurocurrency Term SOFR Loans, Daily Simple SOFR Loans or Term CXXXX Loans made by it be converted to ABR Loans or U.S. Canadian Base Rate Loans, as the case may beapplicable, in which event all such Eurocurrency Term SOFR Loans, Daily Simple SOFR Loans or Term CXXXX Loans shall be automatically converted to ABR Loans or U.S. Canadian Base Rate Loans, as the case may beapplicable, as of the effective date of such notice as provided in paragraph (b) belowbelow and (y) cause the interest rate with respect to all outstanding Term CXXXX Loans denominated in Canadian Dollars to be determined by an alternative rate mutually acceptable to the Borrower and the applicable Lenders. In the event any Lender shall exercise its rights under (i), (ii) or (iiiii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Term SOFR Loans, Daily Simple SOFR Loans or Term CXXXX Loans that would have been made by such Lender or the converted Eurocurrency Term SOFR Loans, Daily Simple SOFR Loans or Term CXXXX Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Canadian Base Rate Loans Loans, as applicable, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Term SOFR Loans, Daily Simple SOFR Loans or Term CXXXX Loans, as applicable. Any such conversion of a Term SOFR Loan, Daily Simple SOFR Loan or Term CXXXX Loans under (i) above shall be subject to Section 2.16.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Eurodollar Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or Eurodollar Loan, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans or Eurodollar Loans, as the case may be, will shall not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for additional Interest Periods and ABR Eurodollar Competitive Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by any Borrower for a Eurocurrency Borrowing (Loan or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Eurodollar Standby Borrowing, as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), the Company unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Eurodollar Loans, as the case may be, made by it be converted to ABR Loans, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Eurodollar Loans, as the case may be, shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) belowbelow (such conversion to be made, in the case of a Eurocurrency Loan, into dollars at the applicable Spot Exchange Rate). In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Eurodollar Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans or Eurodollar Loans. (b) For purposes of this Section, a notice to the Company by any Lender shall be effective as to each Eurocurrency Loan or Eurodollar Loan, as the case may be, if lawful, on the last day of the Interest Period then applicable to such Eurocurrency Loan or Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Company.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if after the date hereof, the adoption of or any Change change in Law 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 Lender to make or maintain any Eurocurrency Loan (other than Eurodollar Rate Advance or any Eurocurrency Loan under the Australian Revolving Credit Facility) Lender who has made a Eurodollar Competitive Advance to maintain such Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanEurodollar Rate Advance or Eurodollar Competitive Advance, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Rate Advances and Eurodollar Competitive Advances will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon the right of the Borrower to select Eurodollar Rate Advances for any request for a Eurocurrency Borrowing (or to convert an ABR and any Competitive Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as consisting of Eurodollar Competitive Advances with respect to such Lender only, only shall be deemed a request for an ABR Loan or a U.S. forthwith suspended until such Lender shall withdraw such notice as provided hereinbelow (it being acknowledged that such affected Lender shall make its pro rata share of any such Advances as Base Rate Loan (or a request to continue an ABR Loan or a U.S. Advances and the Borrower will pay interest on such Lender's Advances at the Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate LoanRate), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans Eurodollar Rate Advances and Eurodollar Competitive Advances made by it be converted repaid or at Borrower's option, Converted to ABR Loans or U.S. a Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Advance as of the effective date of such notice as provided in paragraph (b) herein below. In Upon receipt of any such notice, the event Administrative Agent shall promptly notify the other Lenders. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender, the Administrative Agent shall deliver notice thereof to the Borrower and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrower under this subsection (f), such Lender shall use reasonable efforts to change the jurisdiction of its Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender. Any notice to the Borrower by any Lender shall exercise its rights under (i) be effective as to each Eurodollar Rate Advance and Eurodollar Competitive Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance or (ii) above, all payments and prepayments of principal Eurodollar Competitive Advance; provided that would otherwise have been applied to repay if such notice shall state that the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans maintenance of such Lender shall instead Advance until such last day would be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofunlawful, such Eurocurrency Loansnotice shall be effective on the date of receipt by the Borrower and the Administrative Agent.

Change in Legality. (a) 0 Notwithstanding any other provision of this Agreementherein, if if, after the date hereof, (i) any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Alternative Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency 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 such Alternative Currency or to any Borrower, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency LoansLoans 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 unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for such Alternative Currency Loans or be continued for additional Interest Periods and ABR Eurocurrency Competitive Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by a Borrower for a Eurocurrency Standby Borrowing or Alternative Currency Borrowing (in the affected currency or currencies or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan denominated in Dollars, as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)the case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and (ii) such Lender may require that all outstanding Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, denominated in Dollars in which event all such Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower) shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, denominated in Dollars as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans denominated in Dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LoansLoans or Loans denominated in Dollars, as the case may be. In the event any Alternative Currency Loan is converted into a Loan denominated in Dollars pursuant to this Section, (A) the principal amount of such Loan shall be deemed to be an amount equal to the Assigned Dollar Value of such Alternative Currency Loan determined based upon the applicable Spot Exchange Rate as of the Denomination Date for the Borrowing which includes such Alternative Currency Loan and (B) the applicable Borrower shall indemnify the Lender of such converted Alternative Currency Loan against any loss it sustains as a result of such conversion.

Change in Legality. (a) Notwithstanding anything to the contrary herein contained, if, after the Closing Date, any other provision of this Agreement, if change in any Change law or regulation or in Law the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make make, maintain or maintain fund any Eurocurrency LIBOR Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect hereby, or to determine or charge interest rates based upon LIBOR, or any Eurocurrency LoanGovernmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Optional Currency in the applicable interbank market, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as LIBOR Loans in the case may be, affected currency or currencies will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and nor, in the case of LIBOR Loans in Dollars, will such Lender convert ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency to LIBOR Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed shall not submit a Competitive Bid in response to a request for an ABR Loan LIBOR Competitive Loans and the Borrower and any Subsidiary Borrower shall be prohibited from requesting LIBOR Revolving Credit Loans from such Lender hereunder in such affected currency or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), currencies unless such declaration shall is subsequently withdrawn and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBOR component of the Alternate Base Rate, request that the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be subsequently withdrawndetermined by the Administrative Agent without reference to the LIBOR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists; and (ii) (x) demand the Borrower or relevant Subsidiary Borrower prepay or, if applicable and such Lender may require that Loans are denominated in Dollars, convert all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or U.S. immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon LIBOR, request that the Administrative Agent, during the period of such suspension, compute the Alternate Base Rate Loans made applicable to such Lender without reference to the LIBOR component thereof until the Administrative Agent is advised in writing by such Lender in lieu ofthat it is no longer illegal for such Lender to determine or charge interest rates based upon LIBOR. (b) For purposes of this Section 2.18, or resulting from a notice to the conversion of, such Eurocurrency LoansBorrower by any Lender pursuant to Section 2.18(a) shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. If any Lender shall notify the Applicable Agent that the passage of or any change after the date hereof in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or any of its lending offices to perform its obligations hereunder to make, fund, or maintain Eurocurrency Rate Advances hereunder, then the right of any Borrower to select Eurocurrency Rate Advances from such Lender for any Borrowing shall be suspended until such Lender shall notify the Applicable Agent that the circumstances causing such suspension no longer exist. If the obligation of any Lender to make, continue, or convert into Eurocurrency Rate Advances shall be suspended, then (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any all U.S. Dollar Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may declare Rate Advances that Eurocurrency Loans, as the case may be, will not thereafter (for the duration of such unlawfulness) would otherwise be made by such Lender hereunder (or shall be continued for additional Interest Periods and ABR Loans and made instead as U.S. Dollar Base Rate Loans will not thereafter Advances, and (for such durationb) be converted into Pounds Sterling Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to Rate Advances from such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and (ii) unavailable. If such Lender may require that so requests by notice to the Applicable Agent, then (i) all U.S. Dollar Eurocurrency Rate Advances of such Lender then outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or into U.S. Dollar Base Rate LoansAdvances on the date specified by such Lender in such notice, and, to the extent that Eurocurrency Rate Advances are so made as (or converted into) U.S. Dollar Base Rate Advances, all payments of principal which would otherwise be applied to such Lender's Eurocurrency Rate Advances shall be applied instead to its U.S. Dollar Base Rate Advances, and (ii) the case applicable Borrower shall be deemed to have requested U.S. Dollar Base Rate Advances in an amount equal to the Dollar Equivalent of all outstanding Pounds Sterling Eurocurrency Rate Advances, the proceeds of which shall be applied to the repayment of such Pounds Sterling Eurocurrency Rate Advances. Notwithstanding the foregoing, if any Lender shall notify the Applicable Agent of the occurrence of the circumstances described in this SECTION 2.12, then, provided that (A) no Event of Default exists, and (B) the circumstances resulting in such notice are not applicable to all Lenders, Borrowers may beterminate the Commitments of such Lender in whole but not in part, as by either (1) (x) giving such Lender and the Applicable Agent not less than five (5) Business Days' written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and the Applicable Agent and shall specify the date of such termination, and (y) paying such Lender on such date the outstanding principal of, and interest on, all Advances made by such Lender and any other Obligation owed to such Lender, if any, or (2) pursuant to the provisions of SECTION 10.7, proposing the introduction of a replacement Lender satisfactory to Domestic Administrative Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Commitments of the Lender whose Commitments are being terminated, on the effective date of such notice termination. Upon the satisfaction of all of the foregoing conditions, such Lender that is being terminated shall cease to be a "Lender" for purposes of this Agreement, provided that Borrowers shall continue to be obligated to such Lender under SECTION 10.15 with respect to Indemnified Liabilities (as provided defined in paragraph (bsuch SECTION) belowarising prior to such termination. In If Borrowers terminate the event Commitments of any Lender shall exercise its rights under pursuant to CLAUSE (i) or (ii1) above, all payments and prepayments of principal that would otherwise have been applied to repay then the Eurocurrency Loans that would have been made by such Lender or Global Commitments and, as appropriate, the converted Eurocurrency Loans of such Lender Maximum Canadian Commitments shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loansreduced accordingly.

Change in Legality. (a) Notwithstanding any other provision of this Agreementanything to the contrary herein contained, if any Regulatory Change in Law shall make it unlawful for any Lender Bank to make or maintain any Eurocurrency EurodollarTerm Benchmark Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations in respect of EurodollarTerm Benchmark Loans as contemplated hereby with respect to any Eurocurrency Loanhereby, then, by prompt written notice to the Applicable Borrower Company and to the Applicable Administrative Paying Agent, such Bank may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, EurodollarTerm Benchmark Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)Bank hereunder, whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to the Company shall be prohibited from requesting EurodollarTerm Benchmark Loans from such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), Bank hereunder unless such declaration shall be is subsequently withdrawn; and (ii) if such Lender may unlawfulness shall be effective prior to the end of any Interest Period of an outstanding EurodollarTerm Benchmark Loan, require that all outstanding Eurocurrency EurodollarTerm Benchmark Loans with such Interest Periods made by it be converted to ABR Loans or U.S. Alternate Base Rate Loans, as the case may be, in which event (A) all such Eurocurrency EurodollarTerm Benchmark Loans shall be automatically converted to ABR Alternate Base Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iB) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency converted EurodollarTerm Benchmark Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Alternate Base Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofof such EurodollarTerm Benchmark Loans. (b) For purposes of this Section 2.13, a notice to the Company (with a copy to the Paying Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the 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 EurodollarTerm Benchmark Loans. (c) If, with respect to any Bank, a condition arises or an event occurs which would, or would upon the giving of notice, result in the payment of amounts pursuant to Section 2.12 or permit such Bank, pursuant to this Section 2.13, to suspend its obligation to make EurodollarTerm Benchmark Loans, such Eurocurrency LoansBank, 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 of this Agreementherein, if if, after the date hereof, (i) any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Sterling Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanLoan or Sterling 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 Sterling or to any Borrower, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency LoansLoans or Sterling Loans (in the affected currency or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request by a Borrower for a Eurocurrency Borrowing or Sterling Borrowing (in the affected currency or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan denominated in Dollars, as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)the case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and (ii) such Lender may require that all outstanding Eurocurrency Loans or Sterling Loans (in the affected currency or to the affected Borrower), as the case may be, made by it be converted to ABR Loans or U.S. Base Rate LoansLoans denominated in Dollars, as the case may be, in which event all such Eurocurrency Loans or Sterling Loans (in the affected currency or to the affected Borrower) shall be automatically converted to ABR Loans or U.S. Base Rate LoansLoans denominated in Dollars, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Sterling Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Sterling Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans denominated in Dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LoansLoans or Loans denominated in Dollars, as the case may be. (b) For purposes of this Section 2.14, a notice to the Borrowers by any Lender shall be effective as to each Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than in any Eurocurrency Loan under the Australian Revolving Credit Facility) currency or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, or shall limit the convertibility into US Dollars of any Alternative Currency (or make such conversion commercially impracticable), then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as Loans in the case may be, affected currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon (A) if the affected currency shall be US Dollars, any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Loan in the affected currency shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), and (B) if the affected currency is an Alternative Currency, any request for a Eurocurrency Borrowing in such currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may (A) if the affected currency shall be US Dollars, require that all outstanding Eurocurrency Loans in US Dollars made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans in US Dollars shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. , and (B) if the affected currency shall be an Alternative Currency, require that all outstanding Eurocurrency Loans made by it in such currency be promptly prepaid, in which event all such Eurocurrency Loans shall be promptly prepaid In the event any Lender shall exercise its rights under subparagraph (i) or (ii) aboveabove with respect to Eurocurrency Loans in US Dollars, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.15, a notice by any Lender shall be effective as to each Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines in good faith, or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders (as applicable) have determined in good faith, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment (in which case the Administrative Agent and the Borrowers may propose an alternative amendment subject to the same procedures). If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods), in which case any such outstanding Eurocurrency Loans shall be automatically converted into Base Rate Loans (subject to the succeeding clause (y)), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. As used above:

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the date hereof, (i) any Change change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanLoan or participations in Letters of Credit denominated in an Alternative Currency, thenor shall make it unlawful for the Issuing Bank to issue Letters of Credit denominated in an Alternative Currency, 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 such Alternative Currency to, or to issue Letters of Credit denominated in such Alternative Currency for the account of, a Borrower, then by prompt written notice thereof to the Applicable Borrower Borrowers and to the Applicable Administrative Agent:Agent (which notice shall be withdrawn whenever such circumstances no longer exist): (i) such Lender may declare that Eurocurrency LoansLoans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing or Alternative Currency Borrowing (in the affected currency or currencies), as the case may be (or to convert an ABR Borrowing or a Borrowing comprised of Foreign Base Rate Loans to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing or an Alternative Currency Borrowing (in the affected currency or currencies), as the case may be, for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Loans denominated in Dollars) or a U.S. Foreign Base Rate Loan (in the case of Loans denominated in an Alternative Currency) (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Foreign Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and; (ii) such Lender may require that all outstanding Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, made by it be converted to ABR Loans (in the case of Eurocurrency Loans denominated in Dollars) or U.S. Foreign Base Rate LoansLoans (in the case of Loans denominated in an Alternative Currency), as the case may be, in which event all such Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, shall be automatically converted to ABR Loans or U.S. Foreign Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below; and (iii) in the case of any such change affecting the Issuing Bank's ability to issue, or any Revolving Credit Lender's ability to acquire participations in, Letters of Credit denominated in an Alternative Currency, the Issuing Bank or such Lender may declare that Letters of Credit will not thereafter be issued in the affected Alternative Currency or Currencies, whereupon the affected Alternative Currency or Currencies shall be deemed (for the duration of such declaration) not to constitute an Alternative Currency for purposes of the issuance of Letters of Credit. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Foreign Base Rate Loans Loans, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans or Alternative Currency Loans, as the case may be. (b) For purposes of this Section 2.15, a notice to the Borrowers by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, on the last day of the Interest Period currently applicable to such Eurocurrency Loan or within such earlier period required by law; in all other cases such notice shall be effective on the date of receipt by the applicable Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if if, after the date hereof, (i) any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Alternative Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency 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 such Alternative Currency or to any Borrower, 46 40 then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency LoansLoans 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 unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for such Alternative Currency Loans or be continued for additional Interest Periods and ABR Eurocurrency Competitive Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by a Borrower for a Eurocurrency Standby Borrowing or Alternative Currency Borrowing (in the affected currency or currencies or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan denominated in Dollars, as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)the case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and (ii) such Lender may require that all outstanding Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, denominated in Dollars in which event all such Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower) shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, denominated in Dollars as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans denominated in Dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LoansLoans or Loans denominated in Dollars, as the case may be. In the event any Alternative Currency Loan is converted into a Loan denominated in Dollars pursuant to this Section, (A) the principal amount of such Loan shall be deemed to be an amount equal to the Assigned Dollar Value of such 47 41 Alternative Currency Loan determined based upon the applicable Spot Exchange Rate as of the Denomination Date for the Borrowing which includes such Alternative Currency Loan and (B) the applicable Borrower shall indemnify the Lender of such converted Alternative Currency Loan against any loss it sustains as a result of such conversion. (b) For purposes of this Section 2.14, a notice to the Company by any Lender shall be effective as to each Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by the Company.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the date hereof, any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing or a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or a U.S. Foreign Base Rate Loan Loans (in the case of Alternative Currency Swingline Loans) (or a request to continue an ABR Loan or a U.S. Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Foreign Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans (in the case of Dollar Loans) or U.S. Foreign Base Rate Loans, as Loans (in the case may be, of Alternative Currency Swingline Loans) in which event all such Eurocurrency Loans shall be automatically converted to such ABR Loans or U.S. Foreign Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.15, a notice to the Company by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to any such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by the Company.

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

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Rate Loan (other than whether denominated in US Dollars or any Eurocurrency Alternate Currency) or any CDOR Rate Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Rate Loan (whether denominated in US Dollars or any Alternate Currency) or any CDOR Rate Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may declare (A) that Eurocurrency Loans, as Rate Loans in the case may be, affected currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and Periods) and, if the affected currency is US Dollars, ABR Loans will not thereafter (for such duration) be converted into Eurocurrency Loans and U.S. Base (B) if the affected currency is Canadian Dollars, that CDOR Rate Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and, Canadian Prime Rate Loans will not thereafter (for such duration) be converted into Eurocurrency CDOR Rate Loans), in each case, whereupon any request for a Eurocurrency Rate Borrowing in the affected currency or CDOR Rate Borrowing (or to (x) in the case of a Borrowing of US Dollar-Denominated Loans if US Dollars are the affected currency, convert an ABR Borrowing to a Eurocurrency Eurodollar Borrowing or to continue a Eurocurrency Eurodollar Borrowing for an additional Interest Period and (y) in the case of a Borrowing of Canadian Dollar-Denominated Loans if Canadian Dollars are the affected currency, convert a Canadian Prime Rate Borrowing to a CDOR Rate Borrowing or to continue a CDOR Rate Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for (x) in the case of US Dollar-Denominated Loans if the affected currency is US Dollars, an ABR Loan, (y), in the case of Canadian Dollar-Denominated Loans if the affected currency is Canadian Dollars, a Canadian Prime Rate Loan or (z) in the case of Alternate Currency-Denominated Loans if the affected currency is an Alternate Currency, a U.S. Base Rate Loan (or a request in such currency bearing interest at an alternative interest rate mutually acceptable to continue an ABR Loan or a U.S. Base Rate Loan as the Borrower and such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)Lender, in each case, unless such declaration shall be subsequently withdrawn; and; (ii) such Lender may require that (A) if US Dollars is the affected currency, all outstanding Eurocurrency Eurodollar Loans made by it such Lender shall be converted to ABR Loans or U.S. Base Rate Loans, as (B) if Canadian Dollars is the case may beaffected currency, all outstanding CDOR Rate Loans made by such Lender shall be converted to Canadian Prime Rate Loans and (C) if an Alternate Currency (other than Canadian Dollars) is the affected currency, such Loans denominated in such currency convert to Loans bearing interest at an alternative rate mutually acceptable to the Borrower and such Lender, in which event all such Eurocurrency Loans shall be automatically so converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below; and (iii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists (which notice such Lender agrees to give promptly). In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Rate Loans or CDOR Rate Loans, as applicable, that would have been made by such Lender or the converted Eurocurrency Rate Loans or CDOR Rate Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Rate Loans or CDOR Rate Loans, as applicable.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if if, after the date hereof, (i) any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Alternative Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency 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 such Alternative Currency or to any Borrower, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency LoansLoans 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 unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for such Alternative Currency Loans or be continued for additional Interest Periods and ABR Eurocurrency Competitive Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by a Borrower for a Eurocurrency Standby Borrowing or Alternative Currency Borrowing (in the affected currency or currencies or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan denominated in Dollars, as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)the case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and (ii) such Lender may require that all outstanding Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, denominated in Dollars in which event all such Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower) shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, denominated in Dollars as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans denominated in Dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LoansLoans or Loans denominated in Dollars, as the case may be. In the event any Alternative Currency Loan is converted into a Loan denominated in Dollars pursuant to this Section, (A) the principal amount of such Loan shall be deemed to be an amount equal to the Assigned Dollar Value of such Alternative Currency Loan determined based upon the applicable Spot Exchange Rate as of the Denomination Date for the Borrowing which includes such Alternative Currency Loan and (B) the applicable Borrower shall indemnify the Lender of such converted Alternative Currency Loan against any loss it sustains as a result of such conversion. (b) For purposes of this Section 2.14, a notice to the Company by any Lender shall be effective as to each Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by the Company.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if the adoption of or any Change change in Law 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 Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanEurodollar Rate Advance, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Rate Advances will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon the right of the Borrower to select Eurodollar Rate Advances for any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to conversion shall be forthwith suspended until such Lender only, shall withdraw such notice as provided herein below or shall cease to be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request Lender hereunder pursuant to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawnSection 10.07(g) hereof; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it Eurodollar Rate Advances be converted to ABR Loans or U.S. Base Rate Loans, as the case may beAdvances, in which event all such Eurocurrency Loans Eurodollar Rate Advances shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Advances as of the effective date of such notice as provided in paragraph (b) herein below. In Upon receipt of any such notice, the event Administrative Agent shall promptly notify the other Lenders. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender (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 Borrower and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrower under this subsection, such 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 Lender, be otherwise disadvantageous to such Lender. Any notice to the Borrower by any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments be effective as to each Eurodollar Rate Advance on the last day of principal the Interest Period currently applicable to such Eurodollar Rate Advance; provided that would otherwise have been applied to repay if such notice shall state that the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans maintenance of such Lender shall instead Advance until such last day would be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofunlawful, such Eurocurrency Loansnotice shall be effective on the date of receipt by the Borrower and the Administrative Agent.

Change in Legality. (a) Notwithstanding a)Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than or any Eurocurrency Term SOFR Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or any Term SOFR Loan, then, by written notice to the Applicable Borrower applicable Borrowers and to the Applicable Administrative Agent: (ia) such Lender may declare that Eurocurrency Loans or Term SOFR Loans, as the case may beapplicable, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods Periods) and ABR Loans and U.S. Base Daily Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans or Term SOFR Loans), as applicable, whereupon any request for a Eurocurrency Borrowing or Term SOFR Borrowing (or to convert an ABR a Daily Rate Borrowing to a Eurocurrency Borrowing or a Term SOFR Borrowing or to continue a Eurocurrency Borrowing or a Term SOFR Borrowing for an additional Interest Period) ), as applicable, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Daily Rate Loan (or a request to continue an ABR Loan or a U.S. Base Daily Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Term SOFR Loan into a Daily Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (iib) such Lender may require that all outstanding Eurocurrency Loans or Term SOFR Loans, as applicable, made by it be converted to ABR Loans or U.S. Base Daily Rate Loans, as the case may be, in which event DOCPROPERTY DPWPathText \* MERGEFORMAT #97135163v1 all such Eurocurrency Loans shall be automatically converted to ABR Daily Rate Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans or Term SOFR Loans, as applicable, that would have been made by such Lender or the converted Eurocurrency Loans or Term SOFR Loans, as applicable, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Daily Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.15, a notice to the applicable Borrowers by any Lender shall be effective as to each Eurocurrency Loan or Term SOFR Loan, as applicable, made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by such Borrowers.

Change in Legality. (a) Notwithstanding any other provision of this Amended Agreement, if after the date hereof, (i) any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency LIBOR Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LIBOR Loan, or (ii) there shall have occurred any change in national or international financial, political or economic conditions, other than those arising under Section 2.24, (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender to make Loans denominated in any Foreign Currency to the Borrower, as contemplated by this Amended Agreement, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (iA) such Lender may declare that Eurocurrency Loans, as LIBOR Loans or Foreign Currency Loans (in the case may be, affected Foreign Currency) will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency LIBOR Loans), whereupon any request for a Eurocurrency Borrowing LIBOR Loan (or to convert an ABR Borrowing to a Eurocurrency Eurodollar Borrowing or to continue a Eurocurrency Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, (I) if such Loan is a U.S. Dollar Revolving Loan, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency LIBOR Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn, or (II) if such Loan or is a U.S. Base Rate Foreign Currency Revolving Loan), be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR LIBOR Loans or U.S. Base Rate Loans, Foreign Currency Loans (in the affected Foreign Currency) as the case may be, made by it be (I) if such Loans are U.S. Dollar Revolving Loans, converted to ABR Loans, in which event all such Eurocurrency LIBOR Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below or U.S. Base Rate (II) if such Loans are Foreign Currency Revolving Loans, as repaid immediately, in which event all such Foreign Currency Revolving Loans (in the case may be, affected Foreign Currency) shall be required to be repaid in full by the Borrower as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) aboveabove with respect to any U.S. Dollar Revolving Loans, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency LIBOR Loans that would have been made by such Lender or the converted Eurocurrency LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LIBOR Loans. (b) For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be effective as to each LIBOR Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such LIBOR Loan or, if there are then two or more current Interest Periods, on the last day of each such Interest Period, respectively; otherwise, such notice shall be effective on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if the adoption of or any Change change in Law 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 Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) Eurodollar Rate Advance or Eurodollar Competitive Advance or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanEurodollar Rate Advance or Eurodollar Competitive Advance, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Rate Advances and Eurodollar Competitive Advances will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon the right of any request Borrower to select Eurodollar Rate Advances for a Eurocurrency any Borrowing (or to convert an ABR and any Competitive Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to consisting of Eurodollar Competitive Advances shall be forthwith suspended until such Lender only, shall withdraw such notice as provided hereinbelow or shall cease to be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request Lender hereunder pursuant to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawnSection 10.07(g) hereof; and (ii) such Lender may require that all outstanding Eurocurrency Loans Eurodollar Rate Advances and Eurodollar Competitive Advances made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, repaid as of the effective date of such notice as provided in paragraph (b) herein below. In Upon receipt of any such notice, the event Administrative Agent shall promptly notify the other Lenders. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations hereunder in accordance with Section 10.07(g)), the Administrative Agent shall deliver notice thereof to the Borrowers and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrowers under this subsection(f), such 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 Lender, be otherwise disadvantageous to such Lender. Any notice to the Borrowers by any Lender shall exercise its rights under (i) be effective as to each Eurodollar Rate Advance and Eurodollar Competitive Advance on the last day of the Interest Period currently applicable to such Eurodollar Rate Advance or (ii) above, all payments and prepayments of principal Eurodollar Competitive Advance; provided that would otherwise have been applied to repay if such notice shall state that the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans maintenance of such Lender shall instead Advance until such last day would be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofunlawful, such Eurocurrency Loansnotice shall be effective on the date of receipt by the Borrowers and the Administrative Agent.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the date hereof, any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Eurodollar Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Eurodollar Loan, and such Lender and the applicable Borrower shall not have agreed upon a solution to such illegality after good faith negotiations occurring prior to the date on which such change in law is given effect, then, by written notice to the Applicable Borrower IMS and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Eurodollar Loans), whereupon any request for a Eurocurrency Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurocurrency Eurodollar Borrowing or to continue a Eurocurrency Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a to the U.S. Base Rate Loan Borrower (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Eurodollar Loan into an ABR Loan or a to the U.S. Base Rate Loan)Borrower, as the case may be) or, at the option of the applicable Borrower exercisable prior to the time on which such Loan is required to be made, shall be withdrawn, unless such declaration shall be subsequently withdrawn; and (ii) in the event the continuance or maintenance of any Eurodollar Loan by a Lender would result in a violation of applicable law, such Lender may require that all outstanding Eurocurrency Eurodollar Loans made by it such Lender be converted to ABR Loans or U.S. Base Rate Loans, as the case may beprepaid, in which event all such Eurocurrency Eurodollar Loans comprising Domestic Borrowings shall be automatically converted to ABR Loans or U.S. Base Rate Loansand all such Eurodollar Loans comprising Foreign Revolving Borrowings shall be prepaid by the applicable Borrower, as the case may bein each case, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Eurodollar Loans that would have been made by such Lender or the converted Eurocurrency Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Eurodollar Loans. (b) For purposes of this Section 2.13, a notice to IMS by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by IMS.

Change in Legality. (a) Notwithstanding any other provision of anything to the contrary contained elsewhere in this Agreement, if any Change change in Law law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall make it unlawful for any Lender such Bank to make or maintain any LIBOR Loan or Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any LIBOR Loan or Eurocurrency Loan, then, by written notice to the Applicable Borrower Company, any affected Eligible Subsidiary and to the Applicable Administrative AgentAgent by such Bank, such Bank may: (i) such Lender may declare that LIBOR Loans or Eurocurrency Loans, as the case may be, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)Bank hereunder, whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, the Company and the Eligible Subsidiaries shall be deemed a request for an ABR prohibited from requesting LIBOR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as Eurocurrency Loans from such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawnBank hereunder; and (ii) such Lender may require that all outstanding LIBOR Loans or Eurocurrency Loans made by it be forthwith converted to ABR Loans or U.S. into Alternate Base Rate Loans, as the case may be, in which event all case the Company or the affected Eligible Subsidiary shall pay to such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as Bank on the case may be, as of the effective date of such notice as provided in paragraph conversion all interest accrued on such LIBOR Loan or Eurocurrency Loan to such date and the amounts payable pursuant to Section 2.11(d) hereof. (b) below. In For purposes of this Section 2.14, a notice to the event Company or an Eligible Subsidiary by any Lender Bank pursuant to paragraph (a) above shall exercise be effective on the date of receipt by the Company or an Eligible Subsidiary. (c) Each Bank agrees to designate a different office of such Bank as its rights under (i) lending office for LIBOR Loan or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans or take other appropriate action if such designation or action will effect compliance with the law or regulation or interpretation thereof invoking the provisions of this Section 2.14; provided that such designation or action need not be made or taken if, in the opinion of such Bank, it would have been made result in any material additional costs, expenses or risks to such Bank that are not reimbursed by the Company or an Eligible Subsidiary pursuant hereto or be deemed by such Lender Bank, in its sole discretion, to in any other material respect be prejudicial to such Bank. (d) If any Bank gives notice pursuant to subsection (a) of this Section 2.14 of its inability to make LIBOR Loans or the converted Eurocurrency Loans, then no portion of any LIBOR Loans or Eurocurrency Loans of thereafter requested by the Company shall be allocated to such Lender Bank, and such Bank shall instead be applied to repay purchase participations in the ABR Alternate Base Rate Loans or U.S. Base and/or Adjusted CD Rate Loans made by such Lender in lieu ofthe other Banks hereunder, or resulting from if no such Loans are outstanding, shall make an Alternate Base Rate Loan with the conversion ofsame interest period as such LIBOR Loan or Eurocurrency Loan, in an amount sufficient to cause each Bank, at all times, to have Loans outstanding in an amount equal to the product of such Eurocurrency LoansBank's Applicable Percentage and the aggregate principal amount of all Loans outstanding hereunder.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency SOFR Loan, EURIBOR Loan, any XXXXX Loan (other than or any Eurocurrency XXXXX Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency SOFR Loan, EURIBOR Loan, any XXXXX Loan or any XXXXX Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may declare (A) that Eurocurrency SOFR Loans will not thereafter (for the duration of such unlawfulness) be made by such Xxxxxx xxxxxxxxx (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into SOFR Loans, as the case may be, (B) that EURIBOR Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods Periods), (C) if the affected currency is Xxxxxxxx, that XXXXX Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder and ABR (D) if the affected currency is Canadian Dollars, that XXXXX Loans and U.S. Base will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and, Canadian Prime Rate Loans will not thereafter (for such duration) be converted into Eurocurrency XXXXX Loans), in each case, whereupon any request for a Eurocurrency SOFR Borrowing, EURIBOR Borrowing, a XXXXX Borrowing or XXXXX Borrowing (or to (x) in the case of a Borrowing of US Dollar-Denominated Loans if US Dollars are the affected currency, convert an ABR Borrowing to a Eurocurrency SOFR Borrowing or to continue a Eurocurrency SOFR Borrowing for an additional Interest Period and (y) in the case of a Borrowing of Canadian Dollar-Denominated Loans if Canadian Dollars are the affected currency, convert a Canadian Prime Rate Borrowing to a XXXXX Borrowing or to continue a XXXXX Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for (x) in the case of US Dollar-Denominated Loans if the affected currency is US Dollars, an ABR Loan, (y), in the case of Canadian Dollar-Denominated Loans if the affected currency is Canadian Dollars, a Canadian Prime Rate Loan or (z) in the case of Alternate Currency-Denominated Loans if the affected currency is an Alternate Currency, a U.S. Base Rate Loan (or a request in such currency bearing interest at an alternative interest rate mutually acceptable to continue an ABR Loan or a U.S. Base Rate Loan as the Borrower and such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)Lender, in each case, unless such declaration shall be subsequently withdrawn; and; (ii) such Lender may require that (A) if US Dollars is the affected currency, all outstanding Eurocurrency SOFR Loans made by it such Lender shall be converted to ABR Loans or U.S. Base Rate Loans, as (B) if Canadian Dollars is the case may beaffected currency, all outstanding XXXXX Loans made by such Lender shall be converted to Canadian Prime Rate Loans and (C) if an Alternate Currency (other than Canadian Dollars) is the affected currency, such Loans denominated in such currency convert to Loans bearing interest at an alternative rate mutually acceptable to the Borrower and such Lender, in which event all such Eurocurrency Loans shall be automatically so converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below; and (iii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to Adjusted Term SOFR component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to Adjusted Term SOFR component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists (which notice such Xxxxxx agrees to give promptly). In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans SOFR Loans, EURIBOR Loans, XXXXX Loan or XXXXX Loans, as applicable, that would have been made by such Lender or the converted Eurocurrency SOFR Loans, EURIBOR Loans or XXXXX Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency SOFR Loans, EURIBOR Loans or XXXXX Loans, as applicable.

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

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing or a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or a U.S. Foreign Base Rate Loan Loans (in the case of Alternative Currency Loans) (or a request to continue an ABR Loan or a U.S. Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Foreign Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans (in the case of Dollar Loans) or U.S. Foreign Base Rate Loans, as Loans (in the case may be, of Alternative Currency Loans) in which event all such Eurocurrency Loans shall be automatically converted to such ABR Loans or U.S. Foreign Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if (i) the adoption of or any Change change in any Requirement of Law or in the interpretation or application thereof by the relevant Governmental Authority to any Lender shall make it unlawful or impossible for such Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans as contemplated by this Agreement, 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 unlawful or impossible for any Lender to make or maintain Loans denominated in any Eurocurrency Loan (other than any Eurocurrency Loan under Foreign Currency to the Australian Revolving Credit Facility) or to give effect to its obligations Borrower, as contemplated hereby with respect to any Eurocurrency Loanby this Agreement, thenthen such Lender (an “Affected Lender”), by written notice to the Applicable Borrower and to the Applicable Administrative Agent:Agent (which shall include a certificate of such Lender stating with reasonable detail the basis for such notice): (i) such Lender may declare that Eurocurrency Loans, as LIBOR Rate Loans (in the case may be, affected currency or currencies) will not thereafter (for the duration of such unlawfulnessunlawfulness or impossibility) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request for a Eurocurrency Borrowing LIBOR Rate Loan (in the affected currency or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Periodcurrencies) shall, as to such Lender onlyonly (A) if such Loan is not a Foreign Currency Loan, be deemed a request for an ABR Loan or a U.S. Alternate Base Rate Loan (or a request unless it should also be illegal for the Affected Lender to continue provide an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Alternate Base Rate Loan, in which case such Loan shall bear interest at a commensurate rate reasonably determined by the Administrative Agent and agreed to by the Affected Lender and, so long as no Event of Default shall have occurred and be continuing, the Borrower), unless such declaration shall be subsequently withdrawn and (B) if such Loan is a Foreign Currency Loan, be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR LIBOR Rate Loans or U.S. Base Rate LoansForeign Currency Loans (in the affected currency or currencies), as the case may be, made by it be (A) if such Loans are not Foreign Currency Loans, converted to Alternate Base Rate Loans, in which event all such Eurocurrency LIBOR Rate Loans shall be automatically converted to ABR Loans or U.S. Alternate Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (or such other date as may be required by law) or (B) if such Loans are Foreign Currency Loans, as repaid immediately, in which event all such Foreign Currency Loans (in the case may be, affected currency or currencies) shall be required to be repaid in full by the Borrower as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) aboveabove with respect to any Loans which are not Foreign Currency Loans, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency LIBOR Rate Loans that would have been made by such Lender or the converted Eurocurrency LIBOR Rate Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Alternate Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofconversion, of such Eurocurrency LIBOR Rate Loans. (b) For purposes of this Section 2.11, a notice to the Borrower by any Lender shall be effective as to each such Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Term SOFR Loan (other than any Eurocurrency or CDOR Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Term SOFR Loan or CDOR Loan, then, by written notice to the Applicable Borrower (which notice shall include documentation or information in reasonable detail supporting the conclusions in such notice) and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as Term SOFR Loans and/or CDOR Loans in the case may be, affected currency or currencies will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Term SOFR Loans or CDOR Loans, as applicable), whereupon any request for a Eurocurrency Term SOFR Borrowing or CDOR Borrowing (or to convert an ABR Borrowing to a Eurocurrency Term SOFR Borrowing or a Canadian Base Rate Borrowing to a CDOR Borrowing or to continue a Eurocurrency Term SOFR Borrowing as a Term SOFR Borrowing or a CDOR Borrowing as a CDOR Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Canadian Base Rate Loan (or a request to continue an ABR Loan or a U.S. Canadian Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Term SOFR Loan into an ABR Loan or a U.S. CDOR Loan into a Canadian Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that (x) all outstanding Eurocurrency Term SOFR Loans or CDOR Loans made by it be converted to ABR Loans or U.S. Canadian Base Rate Loans, as the case may beapplicable, in which event all such Eurocurrency Term SOFR Loans or CDOR Loans shall be automatically converted to ABR Loans or U.S. Canadian Base Rate Loans, as the case may beapplicable, as of the effective date of such notice as provided in paragraph (b) belowbelow and (y) cause the interest rate with respect to all outstanding CDOR Loans denominated in Canadian Dollars to be determined by an alternative rate mutually acceptable to the Borrower and the applicable Lenders. In the event any Lender shall exercise its rights under (i), (ii) or (iiiii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Term SOFR Loans or CDOR Loan that would have been made by such Lender or the converted Eurocurrency Term SOFR Loans or CDOR Loan of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LoansTerm SOFR Loans or CDOR Loan, as applicable. Any such conversion of a Term SOFR Loan or CDOR Loan under (i) above shall be subject to Section 2.16.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if if, after the date hereof, (i) any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Alternative Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency 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 the Alternative Currency or to any Borrower, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency LoansLoans or Alternative Currency Loans (in the affected currency or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request by a Borrower for a Eurocurrency Standby Borrowing or Alternative Currency Borrowing (in the affected currency or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan denominated in Dollars, as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)the case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and (ii) such Lender may require that all outstanding Eurocurrency Loans or Alternative Currency Loans (in the affected currency or to the affected Borrower), as the case may be, made by it be converted to ABR Loans or U.S. Base Rate LoansLoans denominated in Dollars, as the case may be, in which event all such Eurocurrency Loans or Alternative Currency Loans (in the affected currency or to the affected Borrower) shall be automatically converted to ABR Loans or U.S. Base Rate LoansLoans denominated in Dollars, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans denominated in Dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LoansLoans or Loans denominated in Dollars, as the case may be. (b) For purposes of this Section 2.14, a notice to the Borrowers by any Lender shall be effective as to each Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Borrowers.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender or any of its Affiliates which shall be party to a Local Currency Addendum to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Local Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or Local Currency Loan, or shall limit the convertibility into Dollars of any Local Currency (or make such conversion commercially impracticable), then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans or Loans in any affected Local Currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Standby Loan shall, as to such Lender only, be deemed a request for an ABR Loan or Loan, and any request for a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as Local Currency Borrowing in such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)Local Currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans in Dollars made by it be converted to ABR Loans or U.S. Base Rate Loans, as and that all outstanding Local Currency Loans made by it in the case may beaffected Local Currency be promptly prepaid, in which event all such Eurocurrency Loans in Dollars shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) belowbelow and all such Local Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under subparagraph (i) or (ii) aboveabove with respect to Eurocurrency Loans in Dollars, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.Eurocurrency

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender or any of its Affiliates which shall be party to a Local Currency Addendum to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Local Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or Local Currency Loan, or shall limit the convertibility into Dollars of any Local Currency (or make such conversion commercially impracticable), then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans or Loans in any affected Local Currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Standby Loan shall, as to such Lender only, be deemed a request for an ABR Loan or Loan, and any request for a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as Local Currency Borrowing in such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)Local Currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans in Dollars made by it be converted to ABR Loans or U.S. Base Rate Loans, as and that all outstanding Local Currency Loans made by it in the case may beaffected Local Currency be promptly prepaid, in which event all such Eurocurrency Loans in Dollars shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) belowbelow and all such Local Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under (i) or (ii) aboveabove with respect to Eurocurrency Loans in Dollars, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.14, a notice by any Lender shall be effective as to each Eurocurrency Loan or Local Currency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan or Local Currency Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Daily Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, only be deemed a request for an ABR Loan or a U.S. Base Daily Rate Loan (or a request to continue an ABR Loan or a U.S. Base Daily Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Daily Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Daily Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Daily Rate Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Daily Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.15, a notice to the applicable Borrower by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by the applicable Borrower. (c) Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in respect of any Competitive Loan if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the Restatement Closing Date, any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing or a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or a U.S. Foreign Base Rate Loan Loans (in the case of Alternative Currency Loans) (or a request to continue an ABR Loan or a U.S. Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Foreign Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans (in the case of Dollar Loans) or U.S. Foreign Base Rate Loans, as Loans (in the case may be, of Alternative Currency Loans) in which event all such Eurocurrency Loans shall be automatically converted to such ABR Loans or U.S. Foreign Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if if, after the Closing Date, (i) any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency LIBOR Loan, EURIBOR Loan or CDOR Loan or (other than ii) there shall have occurred any Eurocurrency Loan under change in national or international financial, political or economic conditions (including the Australian Revolving Credit Facilityimposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender to give effect to its obligations as contemplated hereby with respect to make any Eurocurrency LIBOR Loan, EURIBOR Loan or CDOR Loan, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency LoansLIBOR Loans or EURIBOR Loans (in the affected currency or currencies) or CDOR Loan, as the case may be, will not thereafter (for the duration of such unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request for a Eurocurrency LIBOR Borrowing or EURIBOR Borrowing (in the affected currency or to convert an ABR Borrowing to currencies) or a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) CDOR Borrowing, as the case may be, shall, as to such Lender only, be deemed (A) in the case of a request for a Loan denominated in US Dollars, a request for an ABR Loan or a U.S. Base Rate Loan (or B) in the case of a request for a Loan denominated in any other currency, to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently have been withdrawn; and (ii) such Lender may require (A) that all outstanding Eurocurrency affected LIBOR Loans denominated in US Dollars made by it be converted to ABR Loans and (B) that all affected LIBOR Loans denominated in any other currency or U.S. Base Rate Loans, as the case may beEURIBOR or CDOR Loans made by it be prepaid, in which event all such Eurocurrency LIBOR Loans, EURIBOR Loans or CDOR Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loansprepaid, as the case may be, in each case as of the effective date of such notice as provided in paragraph (b) belowof this Section. In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency LIBOR Loans, EURIBOR Loans that would have been made by such Lender or the converted Eurocurrency CDOR Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LIBOR Loans, EURIBOR Loans or CDOR Loans. (b) For purposes of this Section, a notice to the Company by any Lender shall be effective as to each such Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Company.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the Closing Date, any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing or a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or a U.S. Foreign Base Rate Loan Loans (in the case of Alternative Currency Loans) (or a request to continue an ABR Loan or a U.S. Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Foreign Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans (in the case of Dollar Loans) or U.S. Foreign Base Rate Loans, as Loans (in the case may be, of Alternative Currency Loans) in which event all such Eurocurrency Loans shall be automatically converted to such ABR Loans or U.S. Foreign Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Agreement------------------ herein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Eurodollar Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or Eurodollar Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans or Eurodollar Loans, as the case may be, will shall not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for additional Interest Periods and ABR Eurodollar Competitive Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrower for a Eurocurrency Borrowing (Loan or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Eurodollar Standby Borrowing, as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), the Borrower unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Eurodollar Loans, as the case may be, made by it be converted to ABR Loans, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Eurodollar Loans, as the case may be, shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) belowbelow (such conversion to be made, in the case of a Eurocurrency Loan, into dollars at the applicable Spot Exchange Rate). In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Eurodollar Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans or Eurodollar Loans. (b) For purposes of this Section, a notice to the Borrower by any Lender shall be effective as to each Eurocurrency Loan or Eurodollar Loan, as the case may be, if lawful, on the last day of the Interest Period then applicable to such Eurocurrency Loan or Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower. (c) After a Lender gives notice under Section 2.14(a), such Lender shall take reasonable steps consistent with its customary practice to monitor its ability to resume the lawful making of Eurocurrency Loans or Eurodollar Loans, as the case may be. If such Lender determines that it may lawfully make Eurocurrency Loans or Eurodollar Loans, as the case may be, such Lender shall promptly give notice of that determination, in writing, to the Borrower and the Agent, and the Agent shall promptly transmit the notice to each other Lender. The Borrower's right to request, and such Lender's obligation, if any, to make Eurocurrency Loans or Eurodollar Loans, as the case may be, to the Borrower shall thereupon be restored.

Change in Legality. (a) Notwithstanding anything to the contrary herein contained, if, after the Closing Date, any other provision of this Agreement, if change in any Change law or regulation or in Law the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make make, maintain or maintain fund or charge interest with respect to any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) Extension or to give effect to its obligations as contemplated hereby with respect hereby, or to determine or charge interest rates based upon LIBOR, or any Eurocurrency LoanGovernmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Optional Currency in the applicable interbank market, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: (i) (x) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or to make or continue LIBOR Loans in the affected currency or currencies or, in the case of LIBOR Loans in Dollars, to convert ABR Loans to LIBOR Loans, shall be suspended, whereupon such Lender shall not submit a Competitive Bid in response to a request for LIBOR Competitive Loans and the Borrower and any Subsidiary Borrower shall be prohibited from requesting LIBOR Revolving Credit Loans from such Lender hereunder in such affected currency or currencies unless such notice is subsequently withdrawn and (y) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBOR component of the Alternate Base Rate, such Lender may declare request that Eurocurrency Loans, as the case may be, will not thereafter (for the duration interest rate on which ABR Loans of such unlawfulness) Lender shall, if necessary to avoid such illegality, be made determined by the Administrative Agent without reference to the LIBOR component of the Alternate Base Rate, in each case until such Lender hereunder (or be continued for additional Interest Periods notifies the Administrative Agent and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as the Borrower that the circumstances giving rise to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawndetermination no longer exists; and (ii) (x) such Lender may require that demand the Borrower or relevant Subsidiary Borrower prepay or, if applicable and such Loans are denominated in Dollars, convert all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or U.S. immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon LIBOR, such Lender may request that the Administrative Agent, during the period of such suspension, compute the Alternate Base Rate Loans made applicable to such Lender without reference to the LIBOR component thereof until the Administrative Agent is advised in writing by such Lender in lieu ofthat it is no longer illegal for such Lender to determine or charge interest rates based upon LIBOR. (b) For purposes of this Section 2.18, or resulting from a notice to the conversion of, such Eurocurrency LoansBorrower by any Lender pursuant to Section 2.18(a) shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Eurodollar Loan (other than any Eurocurrency or Eurodollar Competitive Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Eurodollar Loan or Eurodollar Competitive Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request by the Borrower for a Eurocurrency Eurodollar Committed Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and; (ii) such Lender may require that all outstanding Eurocurrency Eurodollar Loans or Eurodollar Competitive Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Eurodollar Loans and Eurodollar Competitive Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below; and (iii) declare that Eurodollar Competitive Loans will not thereafter be made by such Lender hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for Eurodollar Competitive Loans and any obligation of such Lender relating to any Competitive Bid, whether or not accepted by the Borrower, shall be of no force or effect and shall immediately terminate. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Eurodollar Loans that would have been made by such Lender or the converted Eurocurrency Eurodollar Loans or Eurodollar Competitive Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Eurodollar Loans or Eurodollar Competitive Loans. (b) For purposes of this Section 2.13, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan or Eurodollar Competitive Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan or Eurodollar Competitive Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods Periods) and ABR Loans and U.S. Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing or a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or a U.S. Foreign Base Rate Loan Loans (in the case of Alternative Currency Loans) (or a request to continue an ABR Loan or a U.S. Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Foreign Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans (in the case of Dollar Loans) or U.S. Foreign Base Rate Loans, as Loans (in the case may be, of Alternative Currency Loans) in which event all such Eurocurrency Loans shall be automatically converted to such ABR Loans or U.S. Foreign Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Agreementanything to the contrary herein contained, if any Change change after the Closing Date in Law any law or regulation or in the interpretation thereof by any governmental authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Eurodollar Loan (other than any Eurocurrency or Reference Rate Loan under the Australian Revolving Credit Facility) or to give effect to its obligations to make Eurodollar Loans or Reference Rate Loans as contemplated hereby with respect to any Eurocurrency Loanhereby, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Loans and Reference Rate Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (hereunder, whereupon the Borrower shall be prohibited from requesting Eurodollar Loans or be continued for additional Interest Periods and ABR Loans and U.S. Base Reference Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to from such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), hereunder unless such declaration is subsequently withdrawn (it being understood that such Lender shall be subsequently withdrawnwithdraw such declaration promptly in the event that any subsequent change in law or regulation makes it lawful for such Lender to make and maintain Eurodollar Loans and/or Reference Rate Loans); and (ii) such Lender may require that all outstanding Eurocurrency Eurodollar Loans and/or Reference Rate Loans made by it be converted to ABR Loans or U.S. Alternate Base Rate Loans, as the case may be, in which event (A) all such Eurocurrency Eurodollar Loans and/or Reference Rate Loans shall be automatically converted to ABR Alternate Base Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under , (iB) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency converted Eurodollar Loans that would have been made by such Lender or the converted Eurocurrency and/or Reference Rate Loans of such Lender shall instead be applied to repay the ABR Alternate Base Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofof such Eurodollar Loans and/or Reference Rate Loans, and (C) no prepayment penalty or other premium shall be due related to any Eurodollar Loans and/or Reference Rate Loans required to be converted. (b) For purposes of Section 2.11(a) hereof, a notice to the Borrower by any Lender shall be effective, if lawful, on the last day of the then current Interest Period or, if there are then two (2) or more current Interest Periods, on the last day of each such Interest Period, respectively; otherwise, such Eurocurrency Loansnotice shall be effective with respect to the Borrower on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding Notwith standing any other provision of this Agreementherein, if (i) the adoption of or any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Eurodollar Loan (other than or any Eurocurrency Alternative Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Eurodollar Loan or any 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 for any C $ Revolving Credit Lender to make Loans denominated in Dollars) or to any Borrower, then, by written notice to the Applicable Parent Borrower and to the Applicable applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency LoansEurodollar Loans or Alternative Currency Loans (or, in the case of C $ Revolving Credit Lenders, Loans denominated in Dollars) (in the affected currency or currencies or to the affected Borrower), as the case may be, will not thereafter (for the duration of such unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request for a Eurocurrency Eurodollar Borrowing or Alternative Currency Borrowing (or, in the case of C $ Revolving Credit Lenders, Loans denominated in Dollars) (in the affected currency or currencies or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan denominated in Dollars (or a request to continue an ABR Loan or a U.S. Base Rate Loan or, in the case of any C $ Revolving Credit Lender, in Canadian Dollars), as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)the case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and (ii) such Lender may require that all outstanding Eurocurrency Eurodollar Loans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, made by it be converted to ABR Loans or U.S. Base Rate LoansLoans denominated in Dollars (or, in the case of any C $ Revolving Credit Lender, Canadian Dollars), as the case may be, in which event all such Eurocurrency Eurodollar Loans or Alternative Currency Loans (or in the case of C $ Revolving Credit Lenders, Loans denominated in Dollars) (in the affected currency or currencies), as the case may be, shall be automatically converted to ABR Loans or U.S. Base Rate LoansLoans denominated in Dollars (or, in the case of any C $ Revolving Credit Lender, Canadian Dollars), as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under subparagraphs (i) or and (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Eurodollar Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Eurodollar Loans or Alternative Currency Loans (or in the case of C $ Revolving Credit Lenders, Loans denominated in Dollars), as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans denominated in Dollars (or, if such Lender is a C $ Revolving Credit Lender, Canadian Dollars), as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LoansEurodollar Loans or Alternative Currency Loans (or in the case of C $ Revolving Credit Lenders, Loans denominated in Dollars), as the case may be.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the date hereof, any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing or a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or a U.S. Foreign Base Rate Loan Loans (in the case of Alternative Currency Loans) (or a request to continue an ABR Loan or a U.S. Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Foreign Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans (in the case of Dollar Loans) or U.S. Foreign Base Rate Loans, as Loans (in the case may be, of Alternative Currency Loans) in which event all such Eurocurrency Loans shall be automatically converted to such ABR Loans or U.S. Foreign Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.15, a notice to Terex by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by Terex.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender or any of its Affiliates to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, and any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Revolving Loan shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans denominated in Dollars made by it be converted to ABR Loans or U.S. Base Rate Loans, as and that all outstanding Eurocurrency Loans denominated in the case may beaffected Non-US Currency be promptly prepaid, in which event all such Eurocurrency Loans in Dollars shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) belowbelow and all such Non-US Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under (i) or (ii) aboveabove with respect to Eurocurrency Loans, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.15, a notice by any Lender shall be effective as to each Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other ------------------- provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Eurodollar Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or Eurodollar Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans or Eurodollar Loans, as the case may be, will shall not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for additional Interest Periods and ABR Eurodollar Competitive Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by the Borrower for a Eurocurrency Borrowing (Loan or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Eurodollar Standby Borrowing, as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), the Borrower unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Eurodollar Loans, as the case may be, made by it be converted to ABR Loans, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Eurodollar Loans, as the case may be, shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) belowbelow (such conversion to be made, in the case of a Eurocurrency Loan, into dollars at the applicable Spot Exchange Rate). In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Eurodollar Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans or Eurodollar Loans. (b) For purposes of this Section, a notice to the Borrower by any Lender shall be effective as to each Eurocurrency Loan or Eurodollar Loan, as the case may be, if lawful, on the last day of the Interest Period then applicable to such Eurocurrency Loan or Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if after the date hereof, the adoption of or any Change change in Law 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 Lender to make or maintain any Eurocurrency Loan (other than Eurodollar Rate Advance or any Eurocurrency Loan under the Australian Revolving Credit Facility) Lender who has made a Eurodollar Competitive Advance to maintain such Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanEurodollar Rate Advance or Eurodollar Competitive Advance, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Rate Advances and Eurodollar Competitive Advances will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon the right of the Borrower to select Eurodollar Rate Advances for any request for a Eurocurrency Borrowing (or to convert an ABR and any Competitive Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as consisting of Eurodollar Competitive Advances with respect to such Lender only, only shall be deemed a request for an ABR Loan or a U.S. forthwith suspended until such Lender shall withdraw such notice as provided herein below (it being acknowledged that such affected Lender shall make its pro rata share of any such Advances as Base Rate Loan (or a request to continue an ABR Loan or a U.S. Advances and the Borrower will pay interest on such Lender's Advances at the Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate LoanRate), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans Eurodollar Rate Advances and Eurodollar Competitive Advances made by it be converted repaid or at Borrower's option, Converted to ABR Loans or U.S. a Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Advance as of the effective date of such notice as provided in paragraph (b) herein below. In Upon receipt of any such notice, the event any Lender Administrative Agent shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal promptly notify the other Lenders. Promptly upon becoming aware that would otherwise have been applied to repay the Eurocurrency Loans circumstances that would have been made by caused such Lender or the converted Eurocurrency Loans of to deliver such notice no longer exist, such Lender shall instead be applied deliver notice thereof to repay the ABR Loans or U.S. Base Rate Loans made by Borrower and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender, the Administrative Agent shall deliver notice thereof to the Borrower and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrower under this subsection (f), such Lender shall use reasonable efforts to change the jurisdiction of its Lending Office, if such change would avoid such unlawfulness and would not, in lieu ofthe sole determination of such Lender, or resulting from the conversion of, be otherwise disadvantageous to such Eurocurrency Loans.Lender. Any notice to the

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if (i) the adoption of or any Change change in any Requirement of Law or in the interpretation or application thereof by the relevant Governmental Authority to any Lender shall make it unlawful or impossible for such Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans as contemplated by this Agreement, 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 unlawful or impossible for any Lender to make or maintain Loans denominated in any Eurocurrency Loan (other than any Eurocurrency Loan under Foreign Currency to the Australian Revolving Credit Facility) or to give effect to its obligations Borrower, as contemplated hereby with respect to any Eurocurrency Loanby this Agreement, thenthen such Lender (an “Affected Lender”), by written notice to the Applicable Borrower and to the Applicable Administrative Agent:Agent (which shall include a certificate of such Lender stating with reasonable detail the basis for such notice): (iA) such Lender may declare that Eurocurrency Loans, as LIBOR Rate Loans (in the case may be, affected currency or currencies) will not thereafter (for the duration of such unlawfulnessunlawfulness or impossibility) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request for a Eurocurrency Borrowing LIBOR Rate Loan (in the affected currency or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Periodcurrencies) shall, as to such Lender onlyonly (y) if such Loan is not a Foreign Currency Loan, be deemed a request for an ABR Loan or a U.S. Alternate Base Rate Loan (or a request unless it should also be illegal for the Affected Lender to continue provide an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Alternate Base Rate Loan, in which case such Loan shall bear interest at a commensurate rate reasonably determined by the Administrative Agent and agreed to by the Affected Lender and, so long as no Event of Default shall have occurred and be continuing, the Borrower), unless such declaration shall be subsequently withdrawn and (z) if such Loan is a Foreign Currency Loan, be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR LIBOR Rate Loans or U.S. Base Rate LoansForeign Currency Loans (in the affected currency or currencies), as the case may be, made by it be (y) if such Loans are not Foreign Currency Loans, converted to Alternate Base Rate Loans, in which event all such Eurocurrency LIBOR Rate Loans shall be automatically converted to ABR Loans or U.S. Alternate Base Rate Loans as of the effective date of such notice as provided in paragraph (b) below (or such other date as may be required by law) or (z) if such Loans are Foreign Currency Loans, as repaid immediately, in which event all such Foreign Currency Loans (in the case may be, affected currency or currencies) shall be required to be repaid in full by the Borrower as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) aboveabove with respect to any Loans which are not Foreign Currency Loans, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency LIBOR Rate Loans that would have been made by such Lender or the converted Eurocurrency LIBOR Rate Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Alternate Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofconversion, of such Eurocurrency LIBOR Rate Loans. (b) For purposes of this Section 2.11, a notice to the Borrower by any Lender shall be effective as to each such Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Amended Agreement, if after the date hereof, (i) any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency LIBOR Loan (other than any Eurocurrency or Foreign Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LIBOR Loan or Foreign Currency Loan, or (ii) there shall have occurred any change in national or international financial, political or economic conditions, other than those arising under Section 2.24, (including the imposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender to make Loans denominated in any Foreign Currency to the Borrower, as contemplated by this Amended Agreement, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (iA) such Lender may declare that Eurocurrency Loans, as LIBOR Loans or Foreign Currency Loans (in the case may be, affected Foreign Currency) will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency LIBOR Loans), whereupon any request for a Eurocurrency Borrowing LIBOR Loan or a Foreign Currency Loan (or to convert an ABR Borrowing to a Eurocurrency Eurodollar Borrowing or to continue a Eurocurrency Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, (I) if such Loan is a U.S. Dollar Revolving Loan, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency LIBOR Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn, or (II) if such Loan or is a U.S. Base Rate Foreign Currency Revolving Loan), be deemed to have been withdrawn, unless such declaration shall be subsequently withdrawn; and (iiB) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR LIBOR Loans or U.S. Base Rate Loans, Foreign Currency Loans (in the affected Foreign Currency) as the case may be, made by it be (I) if such Loans are U.S. Dollar Revolving Loans, converted to ABR Loans, in which event all such Eurocurrency LIBOR Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below or U.S. Base Rate (II) if such Loans are Foreign Currency Revolving Loans, as repaid immediately, in which event all such Foreign Currency Revolving Loans (in the case may be, affected Foreign Currency) shall be required to be repaid in full by the Borrower as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) aboveabove with respect to any U.S. Dollar Revolving Loans, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency LIBOR Loans that would have been made by such Lender or the converted Eurocurrency LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LIBOR Loans. (b) For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be effective as to each LIBOR Loan made by such Lender, if lawful, on the last day of the 45 51 Interest Period currently applicable to such LIBOR Loan or, if there are then two or more current Interest Periods, on the last day of each such Interest Period, respectively; otherwise, such notice shall be effective on the date of receipt by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the date hereof, (i) any Change change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanLoan or participations in Letters of Credit denominated in an Alternative Currency, thenor shall make it unlawful for the Issuing Bank to issue Letters of Credit denominated in an Alternative Currency, 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 such Alternative Currency to, or to issue Letters of Credit denominated in such Alternative Currency for the account of, a Borrower, then by prompt written notice thereof to the Applicable Borrower Borrowers and to the Applicable Administrative Agent:Agent (which notice shall be withdrawn whenever such circumstances no longer exist): (i) such Lender may declare that Eurocurrency LoansLoans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing or Alternative Currency Borrowing (in the affected currency or currencies), as the case may be (or to convert an ABR Borrowing or a Borrowing comprised of Foreign Base Rate Loans to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing or an Alternative Currency Borrowing (in the affected currency or currencies), as the case may be, for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Loans denominated in Dollars) or a U.S. Foreign Base Rate Loan (in the case of Loans denominated in an Alternative Currency) (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Foreign Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and; (ii) such Lender may require that all outstanding Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, made by it be converted to ABR Loans (in the case of Eurocurrency Loans denominated in Dollars) or U.S. Foreign Base Rate LoansLoans (in the case of Loans denominated in an Alternative Currency), as the case may be, in which event all such Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, shall be automatically converted to ABR Loans or U.S. Foreign Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below; and (iii) in the case of any such change affecting the Issuing Bank's ability to issue, or any Revolving Credit Lender's ability to acquire participations in, Letters of Credit denominated in an Alternative Currency, the Issuing Bank or such Lender may declare that Letters of Credit will not thereafter be issued in the affected Alternative Currency or Currencies, whereupon the affected Alternative Currency or Currencies shall be deemed (for the duration of such declaration) not to constitute an Alternative Currency for purposes of the issuance of Letters of Credit. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Foreign Base Rate Loans Loans, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans or Alternative Currency Loans, as the case may be. (b) For purposes of this Section 2.15, a notice to the Borrowers by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, on the last day of the Interest Period currently applicable to such Eurocurrency Loan or within such earlier period required by law; in all other cases such notice shall be effective on the date of receipt by the applicable Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Rate Loan (other than whether denominated in US Dollars or any Eurocurrency Alternate Currency), any SXXXX Loan under the Australian Revolving Credit Facility) or any CDOR Rate Loan or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Rate Loan (whether denominated in US Dollars or any Alternate Currency), any SXXXX Loan or any CDOR Rate Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may declare (A) that Eurocurrency Loans, as Rate Loans in the case may be, affected currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and Periods) and, if the affected currency is US Dollars, ABR Loans will not thereafter (for such duration) be converted into Eurocurrency Loans and U.S. Base (B) if the affected currency is Sterling, that SXXXX Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder and (C) if the affected currency is Canadian Dollars, that CDOR Rate Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and, Canadian Prime Rate Loans will not thereafter (for such duration) be converted into Eurocurrency CDOR Rate Loans), in each case, whereupon any request for a Eurocurrency Rate Borrowing in the affected currency, a SXXXX Borrowing or CDOR Rate Borrowing (or to (x) in the case of a Borrowing of US Dollar-Denominated Loans if US Dollars are the affected currency, convert an ABR Borrowing to a Eurocurrency Eurodollar Borrowing or to continue a Eurocurrency Eurodollar Borrowing for an additional Interest Period and (y) in the case of a Borrowing of Canadian Dollar-Denominated WEIL:\96480003\20\34471.0013 Loans if Canadian Dollars are the affected currency, convert a Canadian Prime Rate Borrowing to a CDOR Rate Borrowing or to continue a CDOR Rate Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for (x) in the case of US Dollar-Denominated Loans if the affected currency is US Dollars, an ABR Loan, (y), in the case of Canadian Dollar-Denominated Loans if the affected currency is Canadian Dollars, a Canadian Prime Rate Loan or (z) in the case of Alternate Currency-Denominated Loans if the affected currency is an Alternate Currency, a U.S. Base Rate Loan (or a request in such currency bearing interest at an alternative interest rate mutually acceptable to continue an ABR Loan or a U.S. Base Rate Loan as the Borrower and such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)Lender, in each case, unless such declaration shall be subsequently withdrawn; and; (ii) such Lender may require that (A) if US Dollars is the affected currency, all outstanding Eurocurrency Eurodollar Loans made by it such Lender shall be converted to ABR Loans or U.S. Base Rate Loans, as (B) if Canadian Dollars is the case may beaffected currency, all outstanding CDOR Rate Loans made by such Lender shall be converted to Canadian Prime Rate Loans and (C) if an Alternate Currency (other than Canadian Dollars) is the affected currency, such Loans denominated in such currency convert to Loans bearing interest at an alternative rate mutually acceptable to the Borrower and such Lender, in which event all such Eurocurrency Loans shall be automatically so converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below; and (iii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exists (which notice such Lender agrees to give promptly). In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans Rate Loans, SXXXX Loan or CDOR Rate Loans, as applicable, that would have been made by such Lender or the converted Eurocurrency Rate Loans or CDOR Rate Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Rate Loans or CDOR Rate Loans, as applicable.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if the adoption of or any Change change in Law 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 Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) Eurodollar Rate Advance or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanEurodollar Rate Advance, then, by written notice to the Applicable Borrower Borrowers and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Rate Advances will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon the right of the Borrowers to select Eurodollar Rate Advances for any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to Conversion shall be forthwith suspended until such Lender only, shall withdraw such notice as provided below or shall cease to be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request Lender hereunder pursuant to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawnSection 8.8 hereof; and (ii) such Lender may require that all outstanding Eurocurrency Loans Eurodollar Rate Advances made by it be converted Converted to ABR Loans or U.S. Base Rate Loans, as the case may beAdvances, in which event all such Eurocurrency Loans Eurodollar Rate Advances by all Lenders shall be automatically converted Converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Advances as of the effective date of such notice as provided in paragraph (b) below. In Upon receipt of any such notice, the event Administrative Agent shall promptly notify the other Lenders. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Borrowers and the Administrative Agent withdrawing such prior notice (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such withdrawing notice from such Lender (or upon such Lender assigning all of its Commitments, Advances, participation and other rights and obligations hereunder in accordance with Section 8.8), the Administrative Agent shall deliver notice thereof to the Borrowers and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Borrowers under this subsection (f), such 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 Lender, be otherwise disadvantageous to such Lender. Any notice to the Borrowers by any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments be effective as to each Eurodollar Rate Advance on the last day of principal the Interest Period currently applicable to such Eurodollar Rate Advance; provided that would otherwise have been applied to repay if such notice shall state that the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans maintenance of such Lender shall instead Advance until such last day would be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofunlawful, such Eurocurrency Loansnotice shall be effective on the date of receipt by the Borrowers and the Administrative Agent.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if if, after the date hereof, (i) any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency LIBOR Loan or any EURIBOR Loan or (other than ii) there shall have occurred any Eurocurrency Loan under change in national or international financial, political or economic conditions (including the Australian Revolving Credit Facilityimposition of or any change in exchange controls) or currency exchange rates which would make it impracticable for any Lender to give effect to its obligations as contemplated hereby with respect to make any Eurocurrency LoanLIBOR Loans or EURIBOR Loans, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency LoansLIBOR Loans or EURIBOR Loans (in the affected currency or currencies), as the case may be, will not thereafter (for the duration of such unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request for a Eurocurrency LIBOR Borrowing or EURIBOR Borrowing (in the affected currency or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) currencies), as the case may be, shall, as to such Lender only, be deemed (A) in the case of a request for a Loan denominated in US Dollars, a request for an ABR Loan or a U.S. Base Rate Loan (or B) in the case of a request for a Loan denominated in any other currency, to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently have been withdrawn; and (ii) such Lender may require (A) that all outstanding Eurocurrency affected LIBOR Loans denominated in US Dollars made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may beand (B) that all affected LIBOR Loans denominated in any other currency or EURIBOR Loans made by it be prepaid, in which event all such Eurocurrency LIBOR Loans or EURIBOR Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loansprepaid, as the case may be, as of the effective date of such notice as provided in paragraph (b) belowof this Section. In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency LIBOR Loans that would have been made by such Lender or the converted Eurocurrency EURIBOR Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LIBOR Loans or EURIBOR Loans. (b) For purposes of this Section, a notice to the Company by any Lender shall be effective as to each such Loan, if lawful, on the last day of the Interest Period currently applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Company.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: : (i) such Lender may declare that Eurocurrency Loans, as the case may be, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change in Law shall make it unlawful for any Lender or its Applicable Lending Office to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Multicurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanLoan or Multicurrency Loan or shall limit the convertibility into Dollars of any Eligible Currency (or make such conversion commercially impracticable), then, by such Lender shall give written notice thereof to the Applicable Borrower Company and to the Applicable Administrative AgentAgent and as long as such illegality, limitation or impracticality continues to exist, such Lender: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans or Multicurrency Loans in any affected currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon (A) if Eurocurrency Loans denominated in Dollars shall be affected, such Lender shall not submit a Competitive Bid in response to a request for Eurocurrency Competitive Loans, and (B) any request by any Borrower for a Eurocurrency Borrowing (Loans or to convert Multicurrency Loans in an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) affected currency shall, as to such Lender only, (x) in the case of a request for Eurocurrency Loans denominated in Dollars, be deemed a request for an ABR Loan in Dollars and (y) in any other case, be of no force or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)effect; unless, unless in each case, such declaration shall be subsequently withdrawn; and (ii) shall promptly enter into negotiations with the Company and negotiate in good faith to agree to a solution to such Lender may require 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 Eurocurrency Loans made by it be converted to ABR or Multicurrency Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such Lender, upon effective notice as provided in thereof pursuant to paragraph (b) below. In , the event applicable Borrower shall immediately prepay the affected Eurocurrency Loans or Multicurrency Loans that have been rendered unlawful by such Change in Law and shall prepay any other affected Loan on the last day of the Interest Period currently applicable to such Loan. (b) For purposes of this Section 2.15, a notice by any Lender shall exercise its rights under be effective as to each Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt. (ic) or Each Lender that has delivered a notice pursuant to paragraph (iia) above, all payments and prepayments of principal that would otherwise have been applied if the circumstances giving rise to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender notice cease to exist, shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loansnotify each applicable Borrower thereof as soon as practicable.

Change in Legality. (a) Notwithstanding any other provision of this Agreementanything to the contrary herein contained, if any Regulatory Change in Law shall make it unlawful for any Lender Bank to make or maintain any Eurocurrency Term Benchmark Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations in respect of Term Benchmark Loans as contemplated hereby with respect to any Eurocurrency Loanhereby, then, by prompt written notice to the Applicable Borrower Company and to the Applicable Administrative Paying Agent, such Bank may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Term Benchmark Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)Bank hereunder, whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to the Company shall be prohibited from requesting Term Benchmark Loans from such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), Bank hereunder unless such declaration shall be is subsequently withdrawn; and (ii) if such Lender may unlawfulness shall be effective prior to the end of any Interest Period of an outstanding Term Benchmark Loan, require that all outstanding Eurocurrency Term Benchmark Loans with such Interest Periods made by it be converted to ABR Loans or U.S. Alternate Base Rate Loans, as the case may be, in which event (A) all such Eurocurrency Term Benchmark Loans shall be automatically converted to ABR Alternate Base Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under below and (iB) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency converted Term Benchmark Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Alternate Base Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion ofof such Term Benchmark Loans. (b) For purposes of this Section 2.13, a notice to the Company (with a copy to the Paying Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the 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 Term Benchmark Loans. (c) If, with respect to any Bank, a condition arises or an event occurs which would, or would upon the giving of notice, result in the payment of amounts pursuant to Section 2.12 or permit such Bank, pursuant to this Section 2.13, to suspend its obligation to make Term Benchmark Loans, such Eurocurrency LoansBank, 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. (ai) Notwithstanding any other provision of this Agreementherein, if if, after the date hereof, (i) any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Alternative Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency 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 such Alternative Currency or to any Borrower, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (iii) such Lender may declare that Eurocurrency LoansLoans 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 unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for such Alternative Currency Loans or be continued for additional Interest Periods and ABR Eurocurrency Competitive Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by a Borrower for a Eurocurrency Standby Borrowing or Alternative Currency Borrowing (in the affected currency or currencies or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan denominated in Dollars, as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)the case may be, unless such declaration shall be subsequently withdrawn (or, if a Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and (iiiii) such Lender may require that all outstanding Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, denominated in Dollars in which event all such Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower) shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, denominated in Dollars as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans denominated in Dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LoansLoans or Loans denominated in Dollars, as the case may be. In the event any Alternative Currency Loan is converted into a Loan denominated in Dollars pursuant to this Section, (A) the principal amount of such Loan shall be deemed to be an amount equal to the Assigned Dollar Value of such Alternative Currency Loan determined based upon the applicable Spot Exchange Rate as of the Denomination Date for the Borrowing which includes such Alternative Currency Loan and (B) the applicable Borrower shall indemnify the Lender of such converted Alternative Currency Loan against any loss it sustains as a result of such conversion.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the date hereof, any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional -33- 40 Interest Periods and ABR Loans and U.S. Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing or a Foreign Base Rate Loan to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Dollar Loans) or a U.S. Foreign Base Rate Loan Loans (in the case of Alternative Currency Swingline Loans) (or a request to continue an ABR Loan or a U.S. Foreign Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Foreign Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans (in the case of Dollar Loans) or U.S. Foreign Base Rate Loans, as Loans (in the case may be, of Alternative Currency Swingline Loans) in which event all such Eurocurrency Loans shall be automatically converted to such ABR Loans or U.S. Foreign Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.15, a notice to the Company by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, if lawful, on the last day of the Interest Period currently applicable to any such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by the Company.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender or any of its Affiliates which shall be party to a Local Currency Addendum to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Local Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan or Local Currency Loan, or shall limit the convertibility into Dollars of any Local Currency (or make such conversion commercially impracticable), then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans or Loans in any affected Local Currency will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for a Eurocurrency Competitive Loan, any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) Standby Loan shall, as to such Lender only, be deemed a request for an ABR Loan or Loan, and any request for a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as Local Currency Borrowing in such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)Local Currency shall be disregarded, unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans in Dollars made by it be converted to ABR Loans or U.S. Base Rate Loans, as and that all outstanding Local Currency Loans made by it in the case may beaffected Local Currency be promptly prepaid, in which event all such Eurocurrency Loans in Dollars shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) belowbelow and all such Local Currency Loans shall be promptly prepaid. In the event any Lender shall exercise its rights under subparagraph (i) or (ii) aboveabove with respect to Eurocurrency Loans in Dollars, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans Loans, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans. (b) For purposes of this Section 2.14, a notice by any Lender shall be effective as to each Eurocurrency Loan or Local Currency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan or Local Currency Loan; in all other cases such notice shall be effective on the date of receipt.

Change in Legality. (a) Notwithstanding any other provision of this Agreementanything to the contrary herein contained, if any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Eurodollar Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as in respect of any Eurodollar Borrowing contemplated hereby with respect to any Eurocurrency Loanhereby, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request by any Borrower for a Eurocurrency Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan Alternate Base or a U.S. Base the Comerica Prime Rate, as applicable, Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Eurodollar Loans made by it be converted to ABR Loans or U.S. Alternate Base Rate Loans, as the case may be, in which event all such Eurocurrency Eurodollar Loans shall be automatically converted to ABR Loans or U.S. Alternate Base Rate Loans if Acquisition Loans and to Comerica Prime Rate Loans if Floor Plan Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Eurodollar Loans that would have been made by such Lender or the converted Eurocurrency Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Alternate Base Rate Loans if Acquisition Loans and to Comerica Prime Rate Loans if Floor Plan Loans, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Eurodollar Loans; provided, however, the Alternate Base Rate Loans or Comerica Prime Rate Loans resulting from the conversion of such Eurodollar Loans shall be prepayable only at the times the converted Eurodollar Loans would have been prepayable, notwithstanding the provisions of Section 5.7(a). (b) For purposes of Section 5.9(a), a notice to the Agent by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the then-current Interest Period or, if there are then two (2) or more current Interest Periods, on the last day of each such Interest Period, respectively; otherwise, such notice shall be effective on the date of receipt by the Agent.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful unlawful, or any Governmental Authority has asserted that it is unlawful, for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent:than (i) such Lender may declare that Eurocurrency Loans, as the case may be, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and andsuch notice, an “Illegality Notice”), (a) any obligation of such Lender to make or continue SOFR Loans or to convert ABR Loans and andor U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an anto SOFR Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining ABR Loan Loans or a U.S. Base Rate Loan Loans (or a request to continue an ABR Loan the interest rate on which is determined by reference to the Term SOFR component of Alternate Base Rate or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an an, the interest rate on which ABR Loan Loans or a U.S. Base Rate LoanLoans), unless such declaration shall be subsequently withdrawn; and and of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of Alternate Base Rate or U.S. Base Rate, in each case, until (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted convertednotifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, the Borrowers shall prepay or, if applicable, convert all SOFR Loans to ABR Loans or U.S. Base Rate Loans, as (the case may be, in which event all such Eurocurrency Loans shall be automatically converted to tointerest rate on which ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below. In shall, if necessary to avoid such illegality, be determined by the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments Administrative Agent without reference to the Term SOFR component of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans Alternate Base Rate or U.S. Base Rate Loans made Rate), either on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loan to such day, or immediately, if all affected Lenders may not lawfully continue to maintain such SOFR Loan, in each case, until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender in lieu ofto determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or resulting from Term SOFR. Upon any such prepayment or conversion following receipt of an Illegality Notice, the conversion ofBorrower shall also pay accrued interest on the amount so prepaid or converted, such Eurocurrency Loans.together with any additional amounts required pursuant to Section 2.13 and Section

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the date hereof, (i) any Change change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency LoanLoan or participations in Letters of Credit denominated in an Alternative Currency, thenor shall make it unlawful for the Issuing Bank to issue Letters of Credit denominated in an Alternative Currency, 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 such Alternative Currency to, or to issue Letters of Credit denominated in such Alternative Currency for the account of, a Borrower, then by prompt written notice thereof to the Applicable Borrower Borrowers and to the Applicable Administrative Agent:Agent (which notice shall be withdrawn whenever such circumstances no longer exist): (i) such Lender may declare that Eurocurrency LoansLoans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Foreign Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing or Alternative Currency Borrowing (in the affected currency or currencies), as the case may be (or to convert an ABR Borrowing or a Borrowing comprised of Foreign Base Rate Loans to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing or an Alternative Currency Borrowing (in the affected currency or currencies), as the case may be, for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (in the case of Loans denominated in Dollars) or a U.S. Foreign Base Rate Loan (in the case of Loans denominated in an Alternative Currency) (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Foreign Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and; (ii) such Lender may require that all outstanding Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, made by it be converted to ABR Loans (in the case of Eurocurrency Loans denominated in Dollars) or U.S. Foreign Base Rate LoansLoans (in the case of Loans denominated in an Alternative Currency), as the case may be, in which event all such Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies), as the case may be, shall be automatically converted to ABR Loans or U.S. Foreign Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below; and (iii) in the case of any such change affecting the Issuing Bank's ability to issue, or any Revolving Credit Lender's ability to acquire participations in, Letters of Credit denominated in an Alternative Currency, the Issuing Bank or such Lender may declare that Letters of Credit will not thereafter be issued in the affected Alternative Currency or Currencies, whereupon the affected Alternative Currency or Currencies shall be deemed (for the duration of such declaration) not to constitute an Alternative Currency for purposes of the issuance of Letters of Credit. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Foreign Base Rate Loans Loans, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans or Alternative Currency Loans, as the case may be. (b) For purposes of this Section 2.15, a notice to the Borrowers by any Lender shall be effective as to each Eurocurrency Loan made by such Lender, on the last day of the Interest Period currently applicable to such Eurocurrency Loan or within such earlier period required by law; in all other cases such notice shall be effective on the date of receipt by the applicable Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreementherein, if if, after the date hereof, (i) any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency or Alternative Currency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency 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 such Alternative Currency or to any Borrower, then, by written notice to the Applicable Borrower Company and to the Applicable Administrative Agent, such Lender may: (i) such Lender may declare that Eurocurrency LoansLoans 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 unlawfulnessunlawfulness or impracticability) be made by such Lender hereunder (hereunder, whereupon such Lender shall not submit a Competitive Bid in response to a request for such Alternative Currency Loans or be continued for additional Interest Periods and ABR Eurocurrency Competitive Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request by a Borrower for a Eurocurrency Standby Borrowing or Alternative Currency Borrowing (in the affected currency or currencies or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing for an additional Interest Period) the affected Borrower), as the case may be, shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan denominated in Dollars, as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan)the case may be, unless such declaration shall be subsequently withdrawn (or, if a 46 40 Loan to the requesting Borrower cannot be made for the reasons specified above, such request shall be deemed to have been withdrawn); and (ii) such Lender may require that all outstanding Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower), as the case may be, made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, denominated in Dollars in which event all such Eurocurrency Loans or Alternative Currency Loans (in the affected currency or currencies or to the affected Borrower) shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, denominated in Dollars as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency Loans or Alternative Currency Loans, as the case may be, that would have been made by such Lender or the converted Eurocurrency Loans or Alternative Currency Loans, as the case may be, of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans denominated in Dollars, as the case may be, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LoansLoans or Loans denominated in Dollars, as the case may be. In the event any Alternative Currency Loan is converted into a Loan denominated in Dollars pursuant to this Section, (A) the principal amount of such Loan shall be deemed to be an amount equal to the Assigned Dollar Value of such Alternative Currency Loan determined based upon the applicable Spot Exchange Rate as of the Denomination Date for the Borrowing which includes such Alternative Currency Loan and (B) the applicable Borrower shall indemnify the Lender of such converted Alternative Currency Loan against any loss it sustains as a result of such conversion. (b) For purposes of this Section 2.14, a notice to the Company by any Lender shall be effective as to each Eurocurrency Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurocurrency Loan; in all other cases such notice shall be effective on the date of receipt by the Company.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if (i) any Change in Law shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to any Eurocurrency Loan, or shall make it unlawful for any Issuing Bank to issue Letters of Credit denominated in an Alternative Currency, 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 Issuing Bank to issue Letters of Credit denominated in such Alternative Currency, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods Periods) and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency Borrowing Borrowing, as the case may be, for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and; (ii) such Lender may require that all outstanding Eurocurrency Loans made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, as of the effective date of such notice as provided in paragraph (b) below; and (iii) in the case of any such change affecting an Issuing Bank's ability to issue Letters of Credit denominated in an Alternative Currency, such Issuing Bank may declare that Letters of Credit will not thereafter be issued in the affected Alternative Currency or Currencies, whereupon the affected Alternative Currency or Currencies shall be deemed (for the duration of such unlawfulness and with respect to such Issuing Bank only) not to constitute an Alternative Currency. 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 Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.

Change in Legality. (a) Notwithstanding any other provision of anything to the contrary contained elsewhere in this Agreement, if (x) any Change in Law shall make it unlawful for any a Lender to make or maintain any Eurocurrency a LIBO Loan, Tranche A-1 LIBO Loan (other than any Eurocurrency or BA Equivalent Loan under the Australian Revolving Credit Facility) or to give effect to its obligations as contemplated hereby with respect to a LIBO Loan, Tranche A-1 LIBO Loan or BA Equivalent Loan or (y) at any Eurocurrency Loantime any Lender determines that the making or continuance of any of its LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans has become impracticable as a result of a contingency occurring after the date hereof which adversely affects the London interbank market or other relevant markets for the BA Rate or the position of such Lender in the London interbank market or such other market, then, by written notice to the Applicable Borrower and to the Applicable Administrative Agent: Lead Borrower, such Lender may (i) such Lender may declare that Eurocurrency LIBO Loans, as the case may be, Tranche A-1 LIBO Loans or BA Equivalent Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans)hereunder, whereupon any request by the Borrowers for a Eurocurrency Borrowing (or to convert an ABR Borrowing to a Eurocurrency LIBO Borrowing or to continue a Eurocurrency BA Equivalent Loan Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR a Domestic Prime Rate Loan, Domestic Tranche A-1 Prime Rate Loan, a Canadian Prime Rate Loan or a U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Index Rate Loan), as applicable, unless such declaration shall be subsequently withdrawn; and and (ii) such Lender may require that all outstanding Eurocurrency LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans made by it be converted to ABR Prime Rate Loans or U.S. Base Index Rate Loans, as the case may beapplicable, in which event all such Eurocurrency LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans shall be automatically converted to ABR Prime Rate Loans or U.S. Base Index Rate Loans, as the case may beapplicable, as of the effective date dates of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under clause (i) or (ii) aboveof this paragraph (a), all payments and prepayments of principal that which would otherwise have been applied to repay the Eurocurrency LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans that would have been made by such Lender or the converted Eurocurrency LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans of such Lender shall instead be applied to repay the ABR Prime Rate Loans or U.S. Base Index Rate Loans Loans, as applicable, made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans. (b) For purposes of this Section 2.24, a notice to the Lead Borrower by any Lender pursuant to paragraph (a) above shall be effective, if any LIBO Loans, Tranche A-1 LIBO Loans or BA Equivalent Loans shall then be outstanding, on the last day of each then-current Interest Period; and otherwise such notice shall be effective on the date of receipt by the Lead Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if if, after the Closing Date, any Change change in Law any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurocurrency Loan (other than any Eurocurrency Loan under the Australian Revolving Credit Facility) denominated in Dollars or to give effect to its obligations as contemplated hereby with respect to any such Eurocurrency Loan, then, by written notice to the Applicable Borrower and to the Applicable Administrative Paying Agent: (i) such Lender may declare that Eurocurrency Loans, as the case may be, Loans denominated in Dollars will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans and U.S. Base Rate Loans will not thereafter (for such duration) be converted into Eurocurrency Loans), whereupon any request for a Eurocurrency Borrowing denominated in Dollars (or to convert an ABR a Base Rate Borrowing to a Eurocurrency Borrowing or to continue a Eurocurrency 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 U.S. Base Rate Loan (or a request to continue an ABR Loan or a U.S. Base Rate Loan as such for an additional Interest Period or to convert a Eurocurrency Loan into an ABR Loan or a U.S. Base Rate Loan), as the case may be) unless such declaration shall be subsequently withdrawn; and (ii) such Lender may require that all outstanding Eurocurrency Loans denominated in Dollars made by it be converted to ABR Loans or U.S. Base Rate Loans, as the case may be, in which event all such Eurocurrency Loans shall be automatically converted to ABR Loans or U.S. Base Rate Loans, as the case may be, Loans as of the effective date of such notice as provided in paragraph (b) below. In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurocurrency Loans that would have been made by such Lender or the converted Eurocurrency Loans of such Lender shall instead be applied to repay the ABR Loans or U.S. Base Rate Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans.