Common use of Illegality Clause in Contracts

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 90 contracts

Samples: Term Loan Credit Agreement (Ardent Health Partners, LLC), Credit Agreement (EQT Corp), Term Loan Agreement (EQT Corp)

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Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Eurocurrency Rate Loans or to convert Base Rate Loans to Eurodollar Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedconverted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 46 contracts

Samples: Credit Agreement (Pinnacle Foods Inc.), Credit Agreement (West Corp), Credit Agreement (West Corp)

Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate LIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the Eurodollar Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate LIBOR Loans or to convert Base Rate Loans to Eurodollar Rate LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt delivery of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), Borrowers shall prepay or, if applicable, convert all Eurodollar Rate LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate LIBOR Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 46 contracts

Samples: Loan and Security Agreement (Olympic Steel Inc), Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)

Illegality. If any Lender determines that any Change in Law has made shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender or its applicable Lending Office to make, maintain or fund any Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by Loan and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall promptly give notice thereof to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended the Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans obligation of such Lender to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Borrowing, such Lender’s Loan shall be made as a Base Rate LoansLoan as part of the same Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period therefor, applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain such Eurodollar Rate Loans Loan to such day, date or immediately, (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurodollar Rate LoansLoan to such date. Upon any such prepayment or conversionNotwithstanding the foregoing, the Borrower shall also pay accrued interest on affected Lender shall, prior to giving such notice to the amount so prepaid or converted. Each Lender agrees to Administrative Agent, designate a different Applicable Lending Office if such designation will would avoid the need for giving such notice and will not, if such designation would not otherwise be disadvantageous to such Lender in the good faith judgment exercise of such Lender, otherwise be materially disadvantageous to such Lenderits discretion.

Appears in 37 contracts

Samples: Revolving Credit Agreement (Atmos Energy Corp), Revolving Credit Agreement (Atmos Energy Corp), Credit Agreement (E.W. SCRIPPS Co)

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make, make or maintain or fund Eurodollar Rate any Eurocurrency Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate Eurocurrency Loans or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans Eurocurrency Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans Eurocurrency Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 23 contracts

Samples: Incremental Assumption and Amendment Agreement (Redbox Entertainment Inc.), Security Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (Open Lending Corp)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 15 contracts

Samples: Credit Agreement (Marina District Finance Company, Inc.), Credit Agreement (Marina District Development Company, LLC), Credit Agreement (Boyd Gaming Corp)

Illegality. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 14 contracts

Samples: Term Credit Agreement (Noble Midstream Partners LP), 364 Day Term Loan Agreement (EQT GP Holdings, LP), Credit Agreement (Noble Midstream Partners LP)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 13 contracts

Samples: Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc)

Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate LIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the Eurodollar Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate LIBOR Loans or to convert Base Rate Loans to Eurodollar Rate LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt delivery of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), shall prepay or, if applicable, convert all Eurodollar Rate LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate LIBOR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 13 contracts

Samples: Loan and Security Agreement (Ak Steel Holding Corp), Loan and Security Agreement (Ak Steel Holding Corp), Loan and Security Agreement (Ak Steel Holding Corp)

Illegality. If any Lender determines that any Law has Laws have made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore interbank market, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any the obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert or Convert all Eurodollar Rate Loans of such Lender to Base Rate LoansLender, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 12 contracts

Samples: Guarantee Agreement, Term Loan Credit Agreement (NBCUniversal Media, LLC), Term Loan Credit Agreement

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 8 contracts

Samples: Credit Agreement (Bre Properties Inc /Md/), Credit Agreement (Bre Properties Inc /Md/), Credit Agreement (Sunrise Senior Living Inc)

Illegality. If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 7 contracts

Samples: Credit Agreement (Dunkin' Brands Group, Inc.), Credit Agreement (Dunkin' Brands Group, Inc.), Credit Agreement (Wells Real Estate Investment Trust Ii Inc)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the each such Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the each such Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 7 contracts

Samples: Credit Agreement (Campbell Alliance Group Inc), Credit Agreement (Campbell Alliance Group Inc), Credit Agreement (Warner Chilcott PLC)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 6 contracts

Samples: Credit Agreement (Aviv Healthcare Properties L.P.), Credit Agreement (Aviv Reit, Inc.), Credit Agreement (Aviv Reit, Inc.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedconverted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 6 contracts

Samples: Credit Agreement (Catalent, Inc.), Credit Agreement (Catalent Pharma Solutions, Inc.), Assignment and Assumption (Targa Resources Investments Inc.)

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar any LIBO Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar LIBO Rate Loans or to convert Base ABR Borrowings to LIBO Rate Loans to Eurodollar Rate Loans Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer existexist (which notice such Lender agrees to give promptly). Upon receipt of such notice, the Borrower shall, Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurodollar LIBO Rate Loans Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar LIBO Rate Loans Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office lending office if such designation will avoid the need for such notice and will not, in the good faith judgment determination of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 6 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and the such Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all its Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 6 contracts

Samples: Five Year Credit Agreement (Metlife Inc), Five Year Credit Agreement (Metlife Inc), Five Year Credit Agreement (Metlife Inc)

Illegality. (a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 6 contracts

Samples: Senior Bridge Term Loan Agreement, Senior Bridge Term Loan Agreement (McKesson Corp), Senior Bridge Term Loan Agreement (McKesson Corp)

Illegality. If any Lender reasonably determines that any Law change in law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar Rate any Eurocurrency Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate Eurocurrency Loans or to convert ABR Borrowings or Base Rate Loans Borrowings to Eurodollar Rate Loans Eurocurrency Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurodollar Rate Loans Eurocurrency Borrowings of such Lender to ABR Borrowings or Base Rate LoansBorrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 6 contracts

Samples: Incremental Assumption Agreement (Momentive Specialty Chemicals Inc.), Intercreditor Agreement (Hexion Specialty Chemicals, Inc.), Credit Agreement (Hexion Specialty Chemicals, Inc.)

Illegality. If any Lender reasonably determines that any Law change in law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rateany Eurocurrency Loans in any currency, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate Eurocurrency Loans in such currency or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans Eurocurrency Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, either (i) in the case of Loans denominated in Dollars if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Eurodollar Rate Loans as Eurocurrency Loans until the last day of such Interest Period, convert all Eurocurrency Loans of such Lender to ABR Loans on the last day of such Interest Period (or, otherwise, immediately convert such Eurocurrency Loans to ABR Loans) or (ii) prepay such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 6 contracts

Samples: Credit Agreement (Caesars Entertainment Operating Company, Inc.), Credit Agreement (Caesars Acquisition Co), Credit Agreement (Caesars Acquisition Co)

Illegality. If any the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any the Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such the Lender to the Borrower through the Administrative AgentBorrower, any obligation of such the Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such the Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent)Lender, prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such the Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each The Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such the Lender, otherwise be materially disadvantageous to such the Lender.

Appears in 6 contracts

Samples: Credit Agreement (Irobot Corp), Credit Agreement (Cnet Networks Inc), Credit Agreement (Cost Plus Inc/Ca/)

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar any LIBO Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrowers (or the Borrower Agent on behalf of Borrowers) through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar LIBO Rate Loans or to convert Base ABR Borrowings to LIBO Rate Loans to Eurodollar Rate Loans Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurodollar LIBO Rate Loans Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar LIBO Rate Loans Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office lending office if such designation will avoid the need for such notice and will not, in the good faith judgment determination of such Lender, otherwise be materially disadvantageous to such Lenderit.

Appears in 5 contracts

Samples: Credit Agreement (Party City Holdco Inc.), Credit Agreement (Party City Holdco Inc.), Credit Agreement (Party City Holdco Inc.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 5 contracts

Samples: Abl Credit Agreement (Ardent Health Partners, LLC), Intercreditor Agreement (Ardent Health Partners, LLC), Credit Agreement (Omega Healthcare Investors Inc)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Lead Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 5 contracts

Samples: Credit Agreement (Polymer Group Inc), Credit Agreement (Dominion Textile (Usa), L.L.C.), Credit Agreement (Dominion Textile (Usa), L.L.C.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Alternate Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Alternate Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 5 contracts

Samples: Term Loan Agreement (Questar Corp), 364 Day Revolving Credit Agreement (Questar Corp), Assignment and Assumption (Questar Corp)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the such Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all its Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 5 contracts

Samples: Assignment and Assumption (Metlife Inc), Assignment and Assumption (Metlife Inc), Five Year Credit Agreement (Metlife Inc)

Illegality. If any a Lender determines (after consultation with the Administrative Agent) that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any the Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loansany Loan, or to determine or charge interest rates based upon the Eurodollar Floating Rate, or any Governmental Authority has imposed material restrictions on the authority of a Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through Administrative Agent and the Administrative AgentBorrower, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans a Loan shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent)Lender, prepay or, if applicable, convert all Eurodollar Rate Loans such Lender’s Ratable Share of such Lender to Base Rate Loanseach affected Loan, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain its portion of such Eurodollar Rate Loans Loan to such day, or immediately, if such Lender may not lawfully continue to maintain its portion of such Eurodollar Rate LoansLoan. Upon any such prepayment or conversionprepayment, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderprepaid.

Appears in 4 contracts

Samples: Margin Loan Agreement (Focus Media Holding LTD), Margin Loan Agreement (Focus Media Holding LTD), Margin Loan Agreement (Focus Media Holding LTD)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the applicable Borrower through the applicable Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: Credit Agreement (Corinthian Colleges Inc), Credit Agreement (Corinthian Colleges Inc), Credit Agreement (Corinthian Colleges Inc)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: Credit Agreement (Methode Electronics Inc), Assignment and Assumption Agreement (Arthrocare Corp), Assignment and Assumption Agreement (Arthrocare Corp)

Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate LIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the Eurodollar Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate LIBOR Loans or to convert Base Rate Loans to Eurodollar Rate LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt delivery of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), Borrowers shall prepay or, if applicable, convert all Eurodollar Rate LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate LIBOR Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: Loan Agreement (Key Energy Services Inc), Loan Agreement (Key Energy Services Inc), Loan and Security Agreement (Key Energy Services Inc)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: Credit Agreement (Royal Resources Partners LP), Second Lien Credit Agreement (Royal Resources Partners LP), Second Lien Credit Agreement (Royal Resources Partners LP)

Illegality. If any Lender reasonably determines that any Law change in law has made it unlawful, or that if any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar Rate any Eurocurrency Revolving Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on upon notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate Eurocurrency Revolving Loans or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans shall Eurocurrency Revolving Facility Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, will upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurodollar Rate Loans Eurocurrency Revolving Facility Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans Eurocurrency Revolving Facility Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall will also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Neiman Marcus Group LTD LLC), Credit Agreement (Amneal Pharmaceuticals, Inc.), Credit Agreement (Amneal Pharmaceuticals, Inc.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Revolving Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: Credit Agreement (Safeco Corp), Credit Agreement (Meritage Homes CORP), Credit Agreement (Safeco Corp)

Illegality. If any Lender reasonably determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate LIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the Eurodollar Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate LIBOR Loans or to convert Adjusted Base Rate Loans to Eurodollar Rate LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt delivery of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), Borrowers shall prepay or, if applicable, convert all Eurodollar Rate LIBOR Loans of such Lender to Adjusted Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate LIBOR Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.), First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.), First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)

Illegality. If any Lender reasonably determines that any Law change in law has made it unlawful, or that if any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar Rate any EurocurrencySOFR Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on upon notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate EurocurrencySOFR Loans or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans EurocurrencySOFR Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurodollar Rate Loans EurocurrencySOFR Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans EurocurrencySOFR Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment repayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid repaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: Revolving Credit Agreement (AZEK Co Inc.), Revolving Credit Agreement (AZEK Co Inc.), Revolving Credit Agreement (AZEK Co Inc.)

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make, make or maintain or fund Eurodollar Rate any SOFR Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate SOFR Loans or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans SOFR Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans SOFR Borrowings (including any Alternate Currency Loans) of such Lender to Base Rate LoansDollar-denominated ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans SOFR Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower and the Co-Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.), Incremental Assumption and Amendment Agreement (ADT Inc.)

Illegality. If any Lender determines that any Law law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent or any Lender or its applicable Lending Office Installation to make, maintain or fund Eurodollar Rate Eurocurrency Loans, or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Foreign Currency in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Eurocurrency Loans or to convert Alternate Base Rate Loans to Eurodollar Rate Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicableapplicable and such Revolving Loans are denominated in Dollars, convert all Eurodollar Rate Eurocurrency Loans of such Lender to Alternate Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: Credit Agreement (GXO Logistics, Inc.), Credit Agreement (XPO Logistics, Inc.), Credit Agreement (SALESFORCE.COM, Inc.)

Illegality. If any Lender reasonably determines that any Law change in law has made it unlawful, or that if any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make, make or maintain or fund Eurodollar Rate any Eurocurrency Revolving Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on upon notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate Eurocurrency Revolving Loans or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans shall Eurocurrency Revolving Facility Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, will upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurodollar Rate Loans Eurocurrency Revolving Facility Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans Eurocurrency Revolving Facility Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall will also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: First Amendment Agreement (PET Acquisition LLC), Revolving Credit Agreement (PET Acquisition LLC), First Amendment Agreement (PET Acquisition LLC)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Committed Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 4 contracts

Samples: Credit Agreement (Flir Systems Inc), Credit Agreement (Longs Drug Stores Corp), Credit Agreement (Flir Systems Inc)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. As to any such affected Lender, any Eurodollar Rate Loan will be funded as a Base Rate Loan.

Appears in 4 contracts

Samples: Credit Agreement (Hillenbrand Industries Inc), Credit Agreement (Hillenbrand Industries Inc), Day Credit Agreement (Hillenbrand Industries Inc)

Illegality. If any Lender reasonably determines that any Law change in law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make, make or maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rateany Eurocurrency Loans in any currency, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate Eurocurrency Loans in such currency or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans Eurocurrency Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, either (i) in the case of Loans denominated in Dollars if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Eurodollar Rate Loans as Eurocurrency Loans until the last day of such Interest Period, convert all Eurocurrency Loans of such Lender to ABR Loans on the last day of such Interest Period (or, otherwise, immediately convert such Eurocurrency Loans to ABR Loans) or (ii) prepay such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 3 contracts

Samples: Credit Agreement (EVERTEC, Inc.), Assignment and Assumption Agreement (EVERTEC, Inc.), Credit Agreement (TII Smart Solutions, Sociedad Anonima)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Eurocurrency Rate Loans or to convert Base Rate Loans to Eurodollar Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or convertedconverted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 3 contracts

Samples: Security Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.), Security Agreement (Bloomin' Brands, Inc.)

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that if any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar any Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on upon notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Eurocurrency Rate Loans or to convert Base Rate Loans to Eurodollar Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the such Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the such Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurodollar Rate Loans Borrowings of such Lender to (x) in the case of Dollar-denominated Borrowings, Base Rate LoansLoans in Dollars, or (y) in the case of Euro-denominated Borrowings, to the extent the Borrower and such affected Lender agree, convert such Loans to Loans bearing interest at an alternative rate mutually acceptable to the Borrower and such affected Lender, in each case, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Term Loans. Upon any such prepayment or conversion, the such Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement

Illegality. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office lending office to make, maintain or fund Eurodollar Rate Eurocurrency Loans, or to determine or charge interest rates based upon the Eurodollar LIBO Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Eurocurrency Loans or to convert Base Rate ABR Loans to Eurodollar Rate Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate applicable Eurocurrency Loans of such Lender to Base Rate ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office converted and all amounts due, if such designation will avoid the need for such notice and will notany, in the good faith judgment of connection with such Lender, otherwise be materially disadvantageous to such Lenderprepayment or conversion under Section 2.16.

Appears in 3 contracts

Samples: Credit Agreement (Coty Inc.), Credit Agreement (Coty Inc.), Credit Agreement (Coty Inc.)

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make, make or maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rateany Eurocurrency Loans in any currency, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate Eurocurrency Loans in such currency or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans Eurocurrency Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, ) either (i) in the case of Loans denominated in Dollars if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Eurodollar Rate Loans as Eurocurrency Loans until the last day of such Interest Period, convert all Eurocurrency Loans of such Lender to ABR Loans on the last day of such Interest Period (or, otherwise, immediately convert such Eurocurrency Loans to ABR Loans) or (ii) prepay such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 3 contracts

Samples: Credit Agreement (Playtika Holding Corp.), Credit Agreement (Playtika Holding Corp.), Credit Agreement (Caesars Entertainment, Inc.)

Illegality. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office lending office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar LIBO Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate ABR Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurodollar Rate Loans of such Lender to Base Rate ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office converted and all amounts due, if such designation will avoid the need for such notice and will notany, in the good faith judgment of connection with such Lender, otherwise be materially disadvantageous to such Lenderprepayment or conversion under Section 2.16.

Appears in 3 contracts

Samples: Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.)

Illegality. If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon written demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 3 contracts

Samples: Credit Agreement (Fogo De Chao, Inc.), Assignment and Assumption (Fogo De Chao, Inc.), Assignment and Assumption (Fogo De Chao, Inc.)

Illegality. If any Lender determines that any as a result of a Change in Law it has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, become unlawful for any Lender or its applicable Lending Office lending office to make, maintain or fund Eurodollar Rate Eurocurrency Loans, or to determine or charge interest rates based upon the Eurodollar LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Eurocurrency Loans or to convert Base Rate ABR Loans to Eurodollar Rate Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, or convert all Eurodollar Rate Eurocurrency Loans of such Lender to Base Rate ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office lending office, if any exists, if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 3 contracts

Samples: Credit Agreement (Starz, LLC), Credit Agreement (Starz, LLC), Credit Agreement (Liberty Media Corp)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 3 contracts

Samples: Credit Agreement (Lender Processing Services, Inc.), Credit Agreement (Lender Processing Services, Inc.), Credit Agreement (Lender Processing Services, Inc.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain or fund Eurodollar Rate Loans, or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental 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, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurodollar Rate Loans or to convert Base Rate Revolving Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Ashford Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund its Extension of Credit using the Eurodollar Rate LoansRate, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to continue its Extension of Credit or make or continue Advances at the Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, Borrowers shall either (a) agree to substitute the Base Rate for the Eurodollar Base Rate on the outstanding Extension of Credit or (b) upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans such Lender’s Extension of such Lender to Base Rate Loans, either Credit on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans its Extension of Credit to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loansits Extension of Credit. Upon any such prepayment or conversionsubstitution of the Base Rate, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Bellingham II Associates, L.L.C.), Credit Agreement (Brookdale Senior Living Inc.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Eurocurrency Rate Loans or to convert Base Rate Loans to Eurodollar Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, or convert all Eurodollar applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedconverted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, LLC)

Illegality. If any Lender determines that any Law or any guideline, directed duty or request of or any agreement with any Governmental Authority (whether or not having the force of law) has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental 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, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Leap Wireless International Inc), Bridge Credit Agreement (Leap Wireless International Inc)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice notice, prepayment or conversion and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Infrasource Services Inc), Credit Agreement (Infrasource Services Inc)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Offshore Rate Loans, or to determine or charge interest rates based upon the Eurodollar Offshore Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Offshore Rate Loans or to convert Base Rate Loans to Eurodollar Offshore Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Offshore Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Offshore Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Offshore Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Manor Care Inc), Credit Agreement (Manor Care Inc)

Illegality. If Notwithstanding any Lender determines that other provision herein, if the adoption of or any change in any Requirement of Law has made or in the interpretation or application thereof shall make it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar maintain Eurocurrency Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurocurrency Loans, Continue Eurocurrency Loans as such and Convert Base Rate Loans or to convert Base Prime Rate Loans to Eurodollar Rate Eurocurrency Loans shall forthwith be suspended to the extent necessary for such Lender to avoid any such unlawful action until such Lender notifies the Administrative Agent and that it is lawful to make or maintain Eurocurrency Loans as contemplated by this Agreement, provided, however, that notwithstanding the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticesuspension contemplated by this clause (a), the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans commitment of such Lender hereunder to make Base Rate Loans and/or Prime Rate Loans shall continue to be in effect, and (b) such Lender’s Loans then outstanding as Eurocurrency Loans, either if any, shall be Converted automatically to available and lawful Interest Periods, if any, or Base Rate Loans (in the case of Loans denominated in United States Dollars) or Prime Rate Loans (in the case of Loans denominated in Canadian Dollars), at the option of the applicable Borrower, on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such Conversion of a Eurocurrency Loan occurs on a day which is not the last day of the then current Interest Period thereforwith respect thereto, the applicable Borrower shall pay to such Lender such amounts, if such Lender any, as may lawfully continue be required pursuant to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such LenderSection 4.14.

Appears in 2 contracts

Samples: Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP)

Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or to perform any of its applicable Lending Office obligations hereunder, to make, maintain maintain, issue, fund, commit to, participate in, or fund Eurodollar Rate Loanscharge applicable interest or fees with respect to, any Loan or Letter of Credit, or to determine or charge interest rates based upon on LIBOR, or any Governmental Authority has imposed material restrictions on the Eurodollar Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make perform such obligations, to make, maintain, issue, fund, commit to or continue Eurodollar Rate Loans participate in the Loan or Letter of Credit (or to charge interest or fees otherwise applicable thereto), or to continue or convert Base Rate Loans to Eurodollar Rate Loans as LIBOR Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt delivery of such notice, Borrowers shall prepay the Borrower shallapplicable Loan, upon demand from such Lender (with a copy to Cash Collateralize the Administrative Agent), prepay applicable LC Obligations or, if applicable, convert all Eurodollar Rate Loans LIBOR Loan(s) of such Lender to Base Rate LoansLoan(s), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans the Loan and charge applicable interest to such day, or immediately, if such Lender may cannot lawfully continue to so maintain such Eurodollar Rate Loansthe Loan. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Loan and Security Agreement (Seneca Foods Corp), Guaranty and Security Agreement (BIG 5 SPORTING GOODS Corp)

Illegality. If any the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any the Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate LoansLoans (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of the Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such the Lender to the Borrower through the Administrative AgentCompany, any obligation of such the Lender to make or continue Eurodollar Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Prime Rate Loans to Eurodollar Eurocurrency Rate Loans Loans, shall be suspended until such the Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent)Lender, prepay or, if applicableapplicable and such Loans are denominated in Dollars, convert all Eurodollar Eurocurrency Rate Loans of such Lender to Base Prime Rate Loans, either on the last day of the Interest Period therefor, if such the Lender may lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Sims Metal Management LTD), Credit Agreement (Metal Management Inc)

Illegality. If any Lender determines that any Law applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office lending office to make, maintain maintain, or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Adjusted LIBO Rate, or any Governmental 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, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversionprepayment, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderprepaid.

Appears in 2 contracts

Samples: Uncommitted Credit Agreement (A-Mark Precious Metals, Inc.), Uncommitted Credit Agreement (A-Mark Precious Metals, Inc.)

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make, make or maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rateany Eurocurrency Loans in any currency, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate Eurocurrency Loans in such currency or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans Eurocurrency Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, ) to either (i) in the case of Loans denominated in Dollars if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Eurodollar Rate Loans as Eurocurrency Loans until the last day of such Interest Period, convert all Eurocurrency Loans of such Lender to ABR Loans on the last day of such Interest Period (or, otherwise, immediately convert such Eurocurrency Loans to ABR Loans) or (ii) prepay such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Intercreditor Agreement (CAESARS ENTERTAINMENT Corp), Credit Agreement (Caesars Acquisition Co)

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Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Continue Eurodollar Rate Loans or to convert Convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert Convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversionConversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedConverted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Walter Industries Inc /New/), Credit Agreement (Walter Industries Inc /New/)

Illegality. If any Lender reasonably determines that any Law change in law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar Rate any LIBOR Loans, CDOR Loans or to determine or charge interest rates based upon the Eurodollar RateEURIBOR Loans, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate LIBOR Loans. CDOR Loans or to convert Base Rate Loans to Eurodollar Rate Loans EURIBOR Loans, as the case may be, shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent)Lender, prepay orall such LIBOR Borrowings, if applicable, convert all Eurodollar Rate Loans CDOR Borrowings or EURIBOR Borrowings of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans LIBOR Borrowings, CDOR Borrowings or EURIBOR Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversionprepayment, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderprepaid.

Appears in 2 contracts

Samples: Credit Agreement (CHC Group Ltd.), Credit Agreement (CHC Group Ltd.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund its Extension of Credit using the Eurodollar Rate LoansRate, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to continue its Extension of Credit or make or continue Advances at the Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, Borrowers shall either (a) agree to substitute the Base Rate for the Eurodollar Base Rate on the outstanding Extension of Credit or (b) upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans such Lender's Extension of such Lender to Base Rate Loans, either Credit on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans its Extension of Credit to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loansits Extension of Credit. Upon any such prepayment or conversionsubstitution of the Base Rate, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Brookdale Senior Living Inc.), Credit Agreement (Brookdale Senior Living Inc.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (CentraCore Properties Trust), Credit Agreement (Correctional Properties Trust)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate LoansLibor Loans (whether denominated in Dollars or Alternative Currency), or to determine or charge interest rates based upon the Eurodollar Libor Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Libor Loans in the affected currency or currencies or, in the case of Libor Loans in Dollars, to convert Base Rate ABR Loans to Eurodollar Rate Loans Libor Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicableapplicable and such Loans are denominated in Dollars, convert all Eurodollar Rate such Libor Loans of such Lender to Base Rate ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Libor Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Libor Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc)

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make, make or maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rateany Eurocurrency Loans in any currency, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate Eurocurrency Loans in such currency or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans Eurocurrency Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, ) either (i) in the case of Loans denominated in Dollars if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Eurodollar Rate Loans as Eurocurrency Loans until the last day of such Interest Period, convert all Eurocurrency Loans of such Lender to ABR Loans on the last day of such Interest Period (or, otherwise, immediately convert such Eurocurrency Loans to ABR Loans) or (ii) prepay such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Caesars Entertainment, Inc.), Credit Agreement (CAESARS ENTERTAINMENT Corp)

Illegality. If any the Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any the Lender or its applicable Lending Office lending office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of the Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such the Lender to the Borrower through the Administrative Agent, any obligation of such the Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such the Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent)Lender, prepay or, if applicable, convert all Eurodollar Rate Loans of such the Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such the Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such the Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (American Woodmark Corp), Credit Agreement (American Woodmark Corp)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Eurocurrency Rate Loans Loans, or to convert Base Rate Loans to Eurodollar Eurocurrency Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Company shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower Company shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Fidelity National Information Services, Inc.), Term Loan Credit Agreement (Fidelity National Information Services, Inc.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, or if such Lender determines that compliance in good faith with such Law would be impossible or impracticable, or if any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Eurocurrency Rate Loans or to convert Loans that are Base Rate Loans to Eurodollar Eurocurrency Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, or convert all Eurodollar such Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Possession Credit Agreement (Sunedison, Inc.), Possession Credit Agreement (Sunedison, Inc.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the U.S. Borrower through the applicable Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the applicable Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the applicable Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Nortek Inc), Credit Agreement (Nortek Inc)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurodollar Eurocurrency Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicableapplicable and such Loans are denominated in Dollars, convert all Eurodollar Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate LoansLoans (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative AgentCompany, any obligation of such Lender to make or continue Eurodollar Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Committed Loans to Eurodollar Eurocurrency Rate Loans Committed Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent)Lender, prepay or, if applicableapplicable and such Loans are denominated in Dollars, convert all Eurodollar such Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate LoansRate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental 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, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Revolving Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Ashford Hospitality Prime, Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.)

Illegality. If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate LoansLoans (whether denominated in Dollars or an Alternative Currency), or any Governmental Authority has imposed material restrictions on the authority of such Lender to determine purchase or charge interest rates based upon sell, or take deposits of, Dollars or any Alternative Currency in the Eurodollar Rateapplicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurodollar Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicableapplicable and such Loans are denominated in Dollars, convert all Eurodollar Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the relevant Interest Period Periods therefor, if such Lender may lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Kinetic Concepts Inc /Tx/), Guarantee and Security Agreement (Kinetic Concepts Inc)

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Effective Date that it is unlawful, for any such Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar any Interest Period Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Agent through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Interest Period Rate Loans or to convert Base Floating Rate Loans Borrowings to Eurodollar Interest Period Rate Loans Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower Agent that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, Agent shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurodollar Interest Period Rate Loans Borrowings of such Lender to Base Floating Rate LoansBorrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Interest Period Rate Loans Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrowers of the applicable Borrower Group shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office lending office if such designation will avoid the need for such notice and will not, in the good faith judgment determination of such Lender, otherwise be materially disadvantageous to such Lenderit.

Appears in 2 contracts

Samples: Credit Agreement (Nexeo Solutions Holdings, LLC), Credit Agreement (Nexeo Solutions Finance Corp)

Illegality. If any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative AgentBorrower, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate ABR Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent)Lender, prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 2 contracts

Samples: Credit Agreement (Rightside Group, Ltd.), Credit Agreement (Rightside Group, Ltd.)

Illegality. If any the Lender determines that any Law has made it unlawfulunlawful or otherwise prohibited, or that any Governmental Authority has asserted that it is unlawfulunlawful or otherwise prohibited, for any the Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate LoansLoans of any currency, or to determine or charge interest rates based upon the Eurodollar RateEurocurrency Rate for any currency, then, on notice thereof by such the Lender to the Borrower through the Administrative AgentBorrowers, any obligation of such the Lender to make or continue Eurodollar Eurocurrency Rate Loans of such currency or to convert Base Rate Loans to Eurodollar Eurocurrency Rate Loans shall be suspended until such the Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent)Lender, prepay repay or, if applicable, convert all Eurodollar applicable Eurocurrency Rate Loans of such the Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such the Lender may lawfully in compliance with applicable Law continue to maintain such Eurodollar Eurocurrency Rate Loans to such day, or immediatelypromptly, if such the Lender may not lawfully in compliance with applicable Law continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment repayment or conversion, the such Borrower shall also pay accrued interest on the amount so prepaid repaid or converted. Each Lender agrees to designate a different Lending Office converted and all amounts due, if such designation will avoid the need for such notice and will notany, in the good faith judgment of connection with such Lender, otherwise be materially disadvantageous to such Lenderrepayment or conversion under Section 3.05.

Appears in 1 contract

Samples: Revolving Credit Agreement (Lyondell Chemical Co)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert or Convert all Eurodollar Rate Loans of such Lender to Base Rate LoansLender, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Credit Agreement (Equity Marketing Inc)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans in the affected currency or currencies or to convert Base Rate Loans to Eurodollar Rate Loans Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, or convert all such Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will notGeorgia-Pacific Canada, in the good faith judgment of such LenderConsumer Products, otherwise be materially disadvantageous to such Lender.Inc.

Appears in 1 contract

Samples: Credit Agreement (Georgia Pacific Corp)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate LoansLoans in any currency, or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell or to take deposits of any applicable currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower Prologis through the Administrative Agent, any obligation of such Lender to make make, continue or continue Eurodollar convert Loans to Eurocurrency Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans in the affected currency shall be suspended until such Lender notifies the Administrative Agent and the Borrower Prologis that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, or convert all Eurodollar applicable Eurocurrency Rate Loans of such Lender to (i) if such Loans are denominated in Dollars, Base Rate Loans, or (ii) if such Loans are denominated in any other currency, Substitute Rate Loans, in each case either on the last day of the Interest Period therefor, if therefor or on such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if earlier date on which such Lender may not lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Senior Term Loan Agreement (Prologis, L.P.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any such Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Company shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if therefor or on such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if earlier date as such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Company shall also pay accrued interest on the amount so prepaid converted. Thereafter, for so long as such circumstances continue, all Loans which would otherwise be made or convertedmaintained by such Lender as Eurodollar Rate Loans shall be Base Rate Loans. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Credit Agreement (Abm Industries Inc /De/)

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any such Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar Rate any LIBOR Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Administrative Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate LIBOR Loans or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans LIBOR Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Administrative Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Administrative Borrower shall, shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurodollar Rate Loans LIBOR Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans LIBOR Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office lending office if such designation will avoid the need for such notice and will not, in the good faith judgment determination of such Lender, otherwise be materially disadvantageous to such Lenderit.

Appears in 1 contract

Samples: Security Agreement (Navistar International Corp)

Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or to perform any of its applicable Lending Office obligations hereunder, to make, maintain maintain, fund, participate in, or fund Eurodollar Rate Loanscharge applicable interest or fees with respect to, any Revolver Loan or Letter of Credit, or to determine or charge interest rates based upon on LIBOR, or any Governmental Authority has imposed material restrictions on the Eurodollar Rateauthority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make perform such obligations, to make, maintain, fund or continue Eurodollar Rate Loans participate in the Revolver Loan or Letter of Credit (or to charge interest or fees otherwise applicable thereto), or to continue or convert Base Rate Revolver Loans to Eurodollar Rate Loans as LIBOR Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt delivery of such notice, Borrowers shall prepay the Borrower shallapplicable Revolver Loan, upon demand from such Lender (with a copy to Cash Collateralize the Administrative Agent), prepay applicable LC Obligations or, if applicable, convert all Eurodollar Rate Loans LIBOR Loan(s) of such Lender to Base Floating Rate LoansLoan(s), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans the LIBOR Loan to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loansthe LIBOR Loan. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Mynd.ai, Inc.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on written notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, 48 Xxxxx Corporation Credit Agreement either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Credit Agreement (Holly Corp)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate LoansLoans in the Applicable Currency, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, the Applicable Currency in the applicable Eurocurrency market, or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, then, on notice thereof by such Lender to the relevant Borrower through the Administrative Agent, any obligation set forth elsewhere herein of such Lender to make or continue Eurodollar Eurocurrency Rate Loans in such Eurocurrency or to convert Base Rate Loans to Eurodollar Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the relevant Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the such Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicableapplicable and such Loans are denominated in Dollars, convert all Eurodollar such Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereforthereof, if such Lender may lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment or conversion, the such Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.or

Appears in 1 contract

Samples: Credit Agreement (Artesyn Technologies Inc)

Illegality. If any Lender determines Bank shall determine that the introduction of any Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender Bank or its applicable Lending Office to make, maintain or fund Eurodollar Rate make Eurocurrency Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender the Bank to the Borrower Borrowers' Agent through the Administrative Agent, any the obligation of such Lender that Bank to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Bank shall have notified the Agent and the Borrower Borrowers' Agent that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticeIf a Bank shall determine that it is unlawful to maintain any Eurocurrency Loan, the each Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), shall prepay or, if applicable, convert in full all Eurodollar Rate Eurocurrency Loans of that Bank made to such Lender to Base Rate LoansBorrower then outstanding, together with interest accrued thereon, either on the last day of the Interest Period therefor, thereof if such Lender the Bank may lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans to such day, or immediately, if such Lender the Bank may not lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans, together with any amounts required to be paid in connection therewith pursuant to Section 2.29. Upon If any Borrower is required to prepay any Eurocurrency Loan immediately as provided in this Section 2.27, then concurrently with such prepayment or conversionprepayment, the such Borrower shall also pay accrued interest on borrow from the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will notaffected Bank, in the good faith judgment amount of such Lenderrepayment (or the Equivalent Amount thereof in Dollars on the date of repayment and borrowing, otherwise be materially disadvantageous to such Lenderin the case of a prepayment of an Offshore Currency Loan), an ABR Loan.

Appears in 1 contract

Samples: Credit Agreement (Solectron Corp)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurodollar Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Eurocurrency Rate Loans or to convert Base Rate Loans to Eurodollar Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower each Loan Party shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Eurocurrency Rate Loans of such Lender to Dollar denominated Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower applicable Loan Party shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Credit Agreement (Macdermid Inc)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate LoansEurocurrency Loans (whether denominated in U.S. Dollars or an Alternative Currency), or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the Eurodollar Rateauthority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Eurocurrency Loans in the affected currency or currencies or, in the case of Eurocurrency Loans in U.S. Dollars, to convert Base Rate Loans to Eurodollar Rate Loans Eurocurrency Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicableapplicable and such Loans are denominated in U.S. Dollars, convert all Eurodollar Rate such Eurocurrency Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Eurocurrency Loans. Upon any such prepayment or conversion, the each Borrower shall also pay accrued interest on the amount of Loans so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Assignment and Assumption (Cliffs Natural Resources Inc.)

Illegality. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office lending office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate ABR Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurodollar Rate Loans of such Lender to Base Rate ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediatelypromptly, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office converted and all amounts due, if such designation will avoid the need for such notice and will notany, in the good faith judgment of connection with such Lender, otherwise be materially disadvantageous to such Lenderprepayment or conversion under Section 2.13.

Appears in 1 contract

Samples: Loan and Security Agreement (Cottage Holdco B.V.)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all its Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Credit Agreement (Metlife Inc)

Illegality. If any Lender reasonably determines that any Law change in law has made it unlawful, or that if any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar Rate any SOFR Revolving Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on upon notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate SOFR Revolving Loans or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans shall SOFR Revolving Facility Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, will upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, either convert all Eurodollar Rate Loans SOFR Revolving Facility Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans SOFR Revolving Facility Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall will also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.Section 2.21

Appears in 1 contract

Samples: Credit Agreement (Amneal Pharmaceuticals, Inc.)

Illegality. (a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Company through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Company shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Company shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Credit Agreement (McKesson Corp)

Illegality. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the each such Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the each such Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Credit Agreement (Campbell Alliance Group Inc)

Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office lending office to make, make or maintain or fund Eurodollar Rate any Term Benchmark Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation obligations of such Lender to make or continue Eurodollar Rate Term Benchmark Loans or to convert Base Rate Loans ABR Borrowings to Eurodollar Rate Loans Term Benchmark Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), either prepay or, if applicable, or convert all Eurodollar Rate Loans Term Benchmark Borrowings of such Lender to Base Rate LoansABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans Term Benchmark Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

Illegality. If any Lender determines that any Law or any guideline, directed duty or request of or any agreement with any Governmental Authority (whether or not 57 having the force of law) has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental 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, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Credit Agreement (Leap Wireless International Inc)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees shall use reasonable efforts consistent with law to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such LenderLender or cost any additional amount.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Abovenet Inc)

Illegality. If If, on or after the date of this Agreement, any Lender determines that any Change in Law has made shall make it unlawful, unlawful or that any Governmental Authority has asserted that it is unlawful, impossible for any Lender (or its applicable Euro-Currency Lending Office Office) to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by any of its Euro-Currency Loans in any currency and such Lender to the Borrower through shall so notify the Administrative Agent, any obligation of such Lender the Administrative Agent shall forthwith give notice thereof to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended the other Lenders and the Company, whereupon until such Lender notifies the Company and the Administrative Agent and the Borrower that the circumstances giving rise to such determination suspension no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans obligation of such Lender to Base Rate Loansmake Euro-Currency Loans in such currency, either on or to convert or continue outstanding Loans into Euro-Currency Loans in such currency, shall be suspended. Before giving any notice to the last day of the Interest Period thereforAdministrative Agent pursuant to this Section, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Euro-Currency Lending Office if such designation will avoid the need for giving such notice and will not, in the good faith sole judgment of such Lender, be otherwise be materially disadvantageous to such Lender. If such notice is given, each Euro-Currency Loan of such Lender then outstanding in such currency shall be converted at the Exchange Rate on the day of conversion to a Base Rate Loan either (a) on the last day of the then current Interest Period applicable to such Euro-Currency Loan if such Lender may lawfully continue to maintain and fund such Loan to such day or (b) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan to such day.

Appears in 1 contract

Samples: Agreement (Estee Lauder Companies Inc)

Illegality. (a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative AgentAgent ), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Interim Credit Agreement (McKesson Corp)

Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, together with an explanation of the circumstances, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Appears in 1 contract

Samples: Credit Agreement (North American Pipe Corp)

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