Common use of Changes in Law Rendering Eurodollar Loans Unlawful Clause in Contracts

Changes in Law Rendering Eurodollar Loans Unlawful. If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount of Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event -------------------------------------------------- that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount such Bank's pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Floating Rate Loan. Each Base Floating Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount such Bank's pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Floating Rate Loan. Each Base Floating Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected LoanAFFECTED LOAN") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or after the date hereof in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change after the date hereof in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans Loans, ignoring the Eurodollar Rate component in determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Banks Lenders which are not so affected, in each case in an amount equal to the amount such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate LoanLoan and, if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars at the Spot Rate (and such Lender will promptly notify the Administrative Agent and the Company when such circumstances cease to exist, at which time such Lender’s obligation to make Eurodollar Loans shall be reinstated). Each Base Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "“Affected Loan"”) shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If If, after the date hereof, any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks Lenders which are not so affected, in each case in an amount equal to the amount such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and ), (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate LoanLoan and (c) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate Loans. Each Base Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "“Affected Loan"”) shall remain outstanding as a Base Rate Loan for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or after the date hereof in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change after the date hereof in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans Loans, ignoring the Eurodollar Rate component in determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Banks Lenders which are not so affected, in each case in an amount equal to the amount such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate LoanLoan and, if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars based on the Dollar Equivalent (and such Lender will promptly notify the Administrative Agent and the Company when such circumstances cease to exist, at which time such Lender’s obligation to make Eurodollar Loans shall be reinstated). Each Base Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "“Affected Loan"”) shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If If, after the date hereof, any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks applicable Lenders which are not so affected, in each case in an amount equal to the amount such Lender's pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and ), (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate LoanLoan and (c) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate Loans. Each Base Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding as a Base Rate Loan for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount such Bank's pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected LoanAFFECTED LOAN") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If If, after the date hereof, any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks applicable Lenders which are not so affected, in each case in an amount equal to the amount such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and ), (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate LoanLoan and (c) the Company may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and, if the Company fails to so revoke any such request, such request shall be deemed to be a request for a borrowing of Base Rate Loans. Each Base Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "“Affected Loan"”) shall remain outstanding as a Base Rate Loan for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental Governmental Authority or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make make, continue or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making or continuation of or conversion into Eurodollar Loans by the Banks which applicable Lenders that are not so affected, in each case in an amount equal to the amount such Lender's Applicable Percentage of all Eurodollar Loans which that would be made made, continued or converted into by such Bank at such time in the absence of such circumstances) ), and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, if such Lender so requests, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank whichLender that, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (any such Loan, an "Affected Loan") shall ), shall, notwithstanding any other provision of this Agreement, remain outstanding for the same period (and be continued for such Interest Periods) as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks applicable Lenders which are not so affected, in each case in an amount equal to the amount such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "“Affected Loan"”) shall remain outstanding as a Base Rate Loan for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.. 39 8.4

Changes in Law Rendering Eurodollar Loans Unlawful. If In -------------------------------------------------- the event that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount such Bank's pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Floating Rate Loan. Each Base Floating Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Prime Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount such Bank's pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Prime Rate Loan. Each Base Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks Lenders which are not so affected, in each case in -20- an amount equal to the amount such Lender's Percentage of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, if such Lender so requests, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Floating Rate Loan. Each Base Floating Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall shall, notwithstanding any other provision of this Agreement, remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event -------------------------------------------------- that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount such Bank's pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate ABR Loans concurrently with the making of or conversion into such Eurodollar Loans by the Banks Lenders which are not so affected, in each case in an amount equal to the amount such Lender's applicable Percentage of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate an ABR Loan. Each Base Rate ABR Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount such Bank’s pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "“Affected Loan"”) shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event -------------------------------------------------- that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks Lenders which are not so affected, in each case in an amount equal to the amount such Lender's Percentage of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, if such Lender so requests, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically automat ically convert to a Base Floating Rate Loan. Each Base Floating Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall shall, notwithstanding any other provision of this Agreement, remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If any change in, or in (including the adoption of any new, ) applicable law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which Lenders that are not so affected, in each case in an amount equal to the amount such Lender's pro rata share of all Eurodollar Loans which that would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank whichLender that, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected LoanAFFECTED LOAN") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If any change in, or in (including the adoption of any new, ) applicable law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any the Bank cause a substantial question as to whether it is) unlawful for any the Bank to make, maintain or fund Eurodollar Loans, then such the Bank shall promptly notify each of the other parties hereto Company and, so long as such circumstances shall continue, (a) such the Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of into or conversion into continue Eurodollar Loans by the Banks which are not so affectedas, in each case in an amount equal to the amount of Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank then outstanding (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a the Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If any change in, or in -------------------------------------------------- (including the adoption of any new, ) applicable law or regulationregulation of the United States, or any change in the interpretation of any applicable law or regulation of the United States by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks Lenders which are not so affected, in each case in an amount equal to the amount such Lender's pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If any change in, -------------------------------------------------- or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto Company and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks Lender which are not so affected, in each case in an amount equal to the amount of Eurodollar Loans which would be made or converted into by such Bank Lender at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain ------------- outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that -------------------------------------------------- any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto Company and the Agent and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Revolving Banks and/or Term Banks, as applicable, which are not so affected, in each case in an amount equal to the amount such Bank's Revolving Percentage and/or Term Percentage, as applicable, of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks Lenders which are not so affected, in each case in an amount equal to the amount such Lender's Percentage of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, if such Lender so requests, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Floating Rate Loan. Each Base 23 Floating Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall shall, notwithstanding any other provision of this Agreement, remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank Lender cause a substantial question as to whether it is) unlawful for any Bank Lender to make, maintain or fund Eurodollar Loans, then such Bank Lender shall promptly notify each of the other parties hereto Company and, so long as such circumstances shall continue, (a) such Bank Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks Lender which are not so affected, in each case in an amount equal to the amount of Eurodollar Loans which would be made or converted into by such Bank Lender at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "“Affected Loan"”) shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If If, after the date of this Agreement, any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount such Bank's Percentage of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or after the date hereof in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change after the date hereof in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount such Bank’s pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate LoanLoan and, if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars at the Spot Rate (and such Bank will promptly notify the Administrative Agent and the Company when such circumstances cease to exist, at which time such Bank’s obligation to make Eurodollar Loans shall be reinstated). Each Base Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "“Affected Loan"”) shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount of Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "“Affected Loan"”) shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that -------------------------------------------------- any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount such Bank's pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Floating Rate Loan. Each Base Floating Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If In the event that any change in, or in (including the adoption of any new, law ) applicable laws or regulationregulations, or any change in the interpretation of any applicable law laws or regulation regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank cause a substantial question as to whether it is) unlawful for any Bank to make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks which are not so affected, in each case in an amount equal to the amount such Bank's pro rata share of all Eurodollar Loans which would be made or converted into by such Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Floating Rate Loan. Each Base Floating Rate Loan made by a Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. If any change -------------------------------------------------- in, or the adoption of any new, law law, rule or regulation, or any change in the interpretation of any applicable law law, rule or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any the Bank cause a substantial question as to whether it is) unlawful for any the Bank to make, maintain or fund Eurodollar Loans, then such the Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such the Bank shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Prime Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Banks Bank which are not so affected, in each case in an amount equal to the amount of Eurodollar Loans which would be made or converted into by such the Bank at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each Eurodollar Loan of such the Bank (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Prime Rate Loan. Each Base Prime Rate Loan made by a the Bank which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain outstanding for the same ------------- period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.