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

Changes in Law Rendering Eurodollar Loans Unlawful. In the event that any change after the date hereof in (including the adoption of any new) applicable laws or regulations, or any change after the date hereof in the interpretation of applicable laws or regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund Eurodollar Loans, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans, ignoring the Eurodollar Rate component in determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Lenders which are not so affected, in each case in an amount equal to such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into 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 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 (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 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. In the event that If at any change after the date hereof time any Change in (including the adoption of any new) applicable laws or regulations, or any change after the date hereof in the interpretation of applicable laws or regulations by any governmental or other regulatory body charged with the administration thereof, should Law shall make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to makefund any Eurodollar Loan that it is committed to make hereunder, maintain or the commitment of such Lender to fund such Eurodollar LoansLoan shall, then upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Lender shall promptly by written notice to Borrower and Agent declare that its commitment with respect to such Eurodollar Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Lender shall similarly notify each Borrower and Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the applicable Eurodollar market of any Eurodollar Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify Borrower, Agent and the other parties hereto andLenders thereof in writing stating the reasons therefor, so long as such circumstances shall continueand Borrower shall, on the earlier of (a) such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans, ignoring the Eurodollar Rate component in determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Lenders which are not so affected, in each case in an amount equal to such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into at such time in the absence of such circumstances) and (b) on the last day of the then current Interest Period for each Eurodollar Loan of such Lender or (or, in any event, on such earlier date as may be b) if required by the relevant such law, regulation or interpretation), on such date as shall be specified in such notice, either convert such Eurodollar Loan shall, unless then repaid in full, automatically convert (if a Eurodollar Loan) to a Base Rate Loan (and or prepay such Lender will promptly notify Eurodollar Loan to the Administrative Agent and the Company when Lenders in full. Any such circumstances cease to exist, at which time such Lender’s obligation to make Eurodollar Loans prepayment or conversion shall be reinstated). Each Base Rate Loan made by a Lender which, but for subject to the circumstances prepayment fees 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 circumstancesSection 2.04 hereof.

Changes in Law Rendering Eurodollar Loans Unlawful. In the event that If at any change after the date hereof time any Change in (including the adoption of any new) applicable laws or regulations, or any change after the date hereof in the interpretation of applicable laws or regulations by any governmental or other regulatory body charged with the administration thereof, should Law shall make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender Bank to makefund any Eurodollar Loan that it is committed to make hereunder, maintain or the commitment of such Bank to fund such Eurodollar LoansLoan shall, then upon the happening of such Lender event, forthwith be suspended for the duration of such illegality, and such Bank shall promptly by written notice to Borrower and Agent declare that its commitment with respect to such Eurodollar Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify each Borrower and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar market of any Eurodollar Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify Borrower, Agent and the other parties hereto andBanks thereof in writing stating the reasons therefor, so long as such circumstances shall continueand the Borrower shall, on the earlier of (a) such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans, ignoring the Eurodollar Rate component in determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Lenders which are not so affected, in each case in an amount equal to such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into at such time in the absence of such circumstances) and (b) on the last day of the then current Interest Period for each Eurodollar Loan of such Lender or (or, in any event, on such earlier date as may be b) if required by the relevant such law, regulation or interpretation), on such date as shall be specified in such notice, either convert such Eurodollar Loan shall, unless then repaid in full, automatically convert (if a Eurodollar Loan) to a Base Rate Loan (and or prepay such Lender will promptly notify Eurodollar Loan to the Administrative Agent and the Company when Banks in full. Any such circumstances cease to exist, at which time such Lender’s obligation to make Eurodollar Loans prepayment or conversion shall be reinstated). Each Base Rate Loan made by a Lender which, but for subject to the circumstances prepayment fees 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 circumstancesSection 2.04 hereof.

Changes in Law Rendering Eurodollar Loans Unlawful. In the event that If at any change after the date hereof time any Change in (including the adoption of any new) applicable laws or regulations, or any change after the date hereof in the interpretation of applicable laws or regulations by any governmental or other regulatory body charged with the administration thereof, should Law shall make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to makefund any Eurodollar Loan that it is committed to make hereunder, maintain or the commitment of such Lender to fund such Eurodollar LoansLoan shall, then upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Lender shall promptly by written notice to Borrower and Agent declare that its commitment with respect to such Eurodollar Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Lender shall similarly notify each Borrower and Agent. If any such change shall make it unlawful for any Lender to continue in effect the funding in the applicable Eurodollar market of any Eurodollar Loan previously made by it hereunder, such Lender shall, upon the happening of such event, notify Borrower, Agent and the other parties hereto andLenders thereof in writing stating the reasons therefor, so long as such circumstances shall continueand Borrower shall, on the earlier of (a) such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans, ignoring the Eurodollar Rate component in determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Lenders which are not so affected, in each case in an amount equal to such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into at such time in the absence of such circumstances) and (b) on the last day of the then current Interest Period for each Eurodollar Loan of such Lender or (or, in any event, on such earlier date as may be b) if required by the relevant such law, regulation or interpretation), on such date as shall be specified in such notice, either convert such Eurodollar Loan shall, unless then repaid in full, automatically convert (if a Eurodollar Loan) to a Base Rate Loan (and or prepay such Lender will promptly notify Eurodollar Loan to the Administrative Agent and the Company when Lenders in full. Any such circumstances cease to exist, at which time such Lender’s obligation to make Eurodollar Loans prepayment or conversion shall be reinstated). Each Base Rate Loan made by a Lender which, but for subject to the circumstances prepayment fees 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 circumstances‎Section 2.04 hereof.

Changes in Law Rendering Eurodollar Loans Unlawful. In the event that If at any change after the date hereof time any Change in (including the adoption of any new) applicable laws or regulations, or any change after the date hereof in the interpretation of applicable laws or regulations by any governmental or other regulatory body charged with the administration thereof, should Law shall make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender Bank to makefund any Eurodollar Loan that it is committed to make hereunder, maintain the commitment of such Bank to fund such Eurodollar Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to Borrower and Agent declare that its commitment with respect to such Eurodollar Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify Borrower and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar or fund Alternate Currency market, as the case may be, of any Eurodollar LoansLoan previously made by it hereunder, then such Lender shall promptly Bank shall, upon the happening of such event, notify each of Borrower, Agent and the other parties hereto andBanks thereof in writing stating the reasons therefor, so long as such circumstances shall continueand the appropriate Borrower shall, on the earlier of (a) such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans, ignoring the Eurodollar Rate component in determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Lenders which are not so affected, in each case in an amount equal to such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into at such time in the absence of such circumstances) and (b) on the last day of the then current Interest Period for each Eurodollar Loan of such Lender or (or, in any event, on such earlier date as may be b) if required by the relevant such law, regulation or interpretation), on such date as shall be specified in such notice, either convert such Eurodollar Loan shall, unless then repaid in full, automatically convert (if a Eurodollar Loan) to a Base Rate Loan (and or prepay such Lender will promptly notify Eurodollar Loan to the Administrative Agent and the Company when Banks in full. Any such circumstances cease to exist, at which time such Lender’s obligation to make Eurodollar Loans prepayment or conversion shall be reinstated). Each Base Rate Loan made by a Lender which, but for subject to the circumstances prepayment fees 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 circumstancesSection 2.05 hereof.

Changes in Law Rendering Eurodollar Loans Unlawful. In the event that If at any change after the date hereof in (including the adoption of time any new) applicable laws new law, treaty or regulationsregulation, or any change after the date hereof in the any existing law, treaty or regulation, or any interpretation of applicable laws or regulations thereof by any governmental or other regulatory body authority charged with the administration thereof, should shall make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender Bank to makefund any Eurodollar Loans which it is committed to make hereunder with moneys obtained in the Eurodollar market, maintain or the commitment of such Bank to fund Eurodollar LoansLoans shall, then upon the happening of such Lender event forthwith be suspended for the duration of such illegality, and such Bank shall promptly by written notice to Borrower and Agent declare that its commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify each Borrower and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable 19 Eurodollar market of any Eurodollar Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify Borrower, Agent and the other parties hereto andBanks thereof in writing stating the reasons therefor, so long as such circumstances shall continueand Borrower shall, on the earlier of (a) such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans, ignoring the Eurodollar Rate component in determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Lenders which are not so affected, in each case in an amount equal to such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into at such time in the absence of such circumstances) and (b) on the last day of the then current Interest Period for each Eurodollar Loan of such Lender or Competitive Bid Interest Period, as applicable or (or, in any event, on such earlier date as may be b) if required by the relevant such law, regulation or interpretation), on such date as shall be specified in such notice, either convert all Eurodollar Loan shall, unless then repaid Loans to Prime Rate Loans or prepay all Eurodollar Loans to the Banks in full, automatically convert to a Base Rate Loan (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 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. In the event that If at any change after the date hereof in (including the adoption of time due to any new) applicable laws new law, treaty or regulationsregulation, or any change after the date hereof in the interpretation of applicable laws or regulations thereof by any governmental or other regulatory body authority charged with the administration thereof, should make or for any other reason arising subsequent to the date hereof, it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) shall become unlawful for any Lender Bank to makefund any Eurodollar Loan which it is committed to make hereunder, maintain or fund the obligation of such Bank to provide such Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality. If any such change shall make it unlawful for such Bank to continue any Eurodollar LoansLoan previously made by it hereunder, then such Lender shall promptly Bank shall, upon the happening of such event, notify each of the Company, the Administrative Agent and the other parties hereto andBanks thereof in writing stating the reasons therefor, so long as such circumstances and the Company shall continue, on the earlier of (ai) such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans, ignoring the Eurodollar Rate component in determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Lenders which are not so affected, in each case in an amount equal to such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into at such time in the absence of such circumstances) and (b) on the last day of the then current Interest Period for each such Eurodollar Loan of such Lender or (or, in any event, on such earlier date as may be ii) if required by the relevant such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such unlawful Loans to Reference Rate Loans or prepay all such Eurodollar Loans without any penalty (except as provided in Section 8.1), to such Bank in full. (d) Discretion of any Bank as to Manner of Funding. Subject to the provisions of Section 8.3(e), any Bank shall be entitled to fund and maintain its funding of all or any part of its Eurodollar Loans in any manner it elects, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Bank had actually funded and maintained each Eurodollar Loan through the purchase of deposits having a maturity corresponding to the maturity of such Eurodollar Loan shalland being an interest rate equal to the Interbank Rate. Any Bank may, unless then repaid in fullif it so elects, automatically convert to a Base Rate Loan (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 fulfill any commitment to make Eurodollar Loans by causing a foreign branch or affiliate to make or continue such Eurodollar Loans, provided, however, that in such event such Loans shall be reinstated). Each Base Rate Loan deemed for the purposes of this Agreement to have been made by a Lender whichsuch Bank, but and the obligation of the Company to repay such Loans shall nevertheless be to such Bank and shall be deemed held by such Bank, to the extent of such Loans, for the circumstances described in the foregoing sentence, would be a Eurodollar Loan account of such branch or affiliate. (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.e)