Common use of Change of Law Clause in Contracts

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation thereof in each case occurring after the date hereof makes it unlawful for any Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated hereby, such Lender shall promptly give notice thereof to the Borrower and such Lender’s obligations to make or maintain Eurodollar Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar Loans. The Borrower shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to it, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or (ii) convert the principal amount of the affected Eurodollar Loans from such Lender into Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation thereof in each case occurring after the date hereof makes it unlawful for any Lender to make or continue to maintain any Eurodollar LIBOR Loans or to perform its obligations as contemplated hereby, such Lender shall promptly give notice thereof to the Borrower and such Lender’s obligations to make or maintain Eurodollar LIBOR Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar LIBOR Loans. The Borrower shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar LIBOR Loans made to it, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or (ii) convert the principal amount of the affected Eurodollar LIBOR Loans from such Lender into Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan DocumentNote, if at any time after the date hereof with respect to Eurodollar Loans, any Bank shall determine in good faith that any change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), ) or in the interpretation thereof in each case occurring after the date hereof makes it unlawful for any Lender such Bank to make or continue to maintain any Eurodollar Loans Loan or to perform give effect to its obligations with respect thereto as contemplated hereby, such Lender Bank shall promptly give notice thereof to the Borrower Company to such effect, and such LenderBank’s obligations obligation to make or maintain relend any such affected Eurodollar Loans under this Agreement shall be suspended terminate until it is no longer unlawful for such Lender Bank to make or maintain Eurodollar Loanssuch affected Loan. The Borrower In the event of such a determination, the Company shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans Loan made to it, together with all interest accrued thereon and all other amounts then due and payable to the Banks under Section 9.4 of this Agreement, on the earlier of the last day of the Interest Period applicable thereto and the first day on which such Lender under this Agreement or Bank has given the Company not less than one (ii1) convert Business Day’s prior written notice that it is illegal for such Bank to have such Loans outstanding; provided, however, the Company shall then be permitted to elect to borrow the principal amount of the such affected Eurodollar Loans from such Lender into Base Rate Loans from such LenderLoan by means of another type of Loan available hereunder, which Base Rate subject to all of the terms and conditions of this Agreement. In the event that Eurodollar Loans shall not be made ratably unavailable as provided in this Section, the Banks and the Company shall negotiate in good faith to make available to the Company, on mutually acceptable terms, Loans bearing interest at a rate per annum determined with reference to the rates quoted to the Agent in the secondary market by three (3) certificate of deposit dealers of recognized standing for the Lenders but only from such affected Lenderpurchase at face value of the Agents’ certificates of deposit in an amount and for an interest period equal to an amount and interest period of the requested Loans, adjusted for reserves and FDIC insurance assessments (the “Adjusted CD Rate”).

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if (a) If at any time any Bank determines in good faith (which determination shall be conclusive) that any change in any applicable law law, rule or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation interpretation, application or administration thereof in each case occurring after the date hereof makes it unlawful unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Lender such Bank or its foreign branch or branches to make fund or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated herebyRate Loan (any of the foregoing determinations being a "EURODOLLAR EVENT"), then, such Lender shall promptly give notice thereof to Bank, at its option, may: (i) declare that Eurodollar Rate Loans will no longer be made or maintained by such Bank, whereupon the right of the Borrower and such Lender’s obligations to make or maintain select Eurodollar Rate Loans under this Agreement for any Borrowing shall be suspended until it is such Bank shall notify the Agent that the circumstances causing such Eurodollar Event no longer unlawful for such Lender to make or maintain Eurodollar Loans. The Borrower shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to it, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or exist; (ii) convert the principal amount with respect to any Eurodollar Rate Loans of the affected such Bank then outstanding, require that all such Eurodollar Rate Loans from be Converted to Base Rate Loans, in which event all such Lender Eurodollar Rate Loans shall automatically be Converted into Base Rate Loans from on the effective date of such Lender, which notice and all payments or prepayments of principal that would have otherwise been applied to repay such Converted Eurodollar Rate Loans shall instead be applied to repay the Base Rate Loans shall resulting from such Conversion; and/or (iii) with respect to any Eurodollar Rate Loans requested of such Bank but not yet made as or Converted into such, require that such Eurodollar Rate Loans be made ratably by the Lenders but only from such affected Lenderas or Converted into, as applicable, Base Rate Loans.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan DocumentNote, if at any time after the date hereof with respect to Eurodollar Loans, any Bank shall determine in good faith that any change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), ) or in the interpretation thereof in each case occurring after the date hereof makes it unlawful for any Lender such Bank to make or continue to maintain any Eurodollar Loans Loan or to perform give effect to its obligations with respect thereto as contemplated hereby, such Lender Bank shall promptly give notice thereof to the Borrower Company to such effect, and such LenderBank’s obligations obligation to make or maintain relend any such affected Eurodollar Loans under this Agreement shall be suspended terminate until it is no longer unlawful for such Lender Bank to make or maintain Eurodollar Loanssuch affected Loan. The Borrower In the event of such a determination, the Company shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans Loan made to it, together with all interest accrued thereon and all other amounts then due and payable to the Banks under Section 9.4 of this Agreement, on the earlier of the last day of the Interest Period applicable thereto and the first day on which such Lender under this Agreement or Bank has given the Company not less than one (ii1) convert Business Day’s prior written notice that it is illegal for such Bank to have such Loans outstanding; provided, however, the Company shall then be permitted to elect to borrow the principal amount of the such affected Eurodollar Loans from such Lender into Base Rate Loans from such LenderLoan by means of another type of Loan available hereunder, which Base Rate subject to all of the terms and conditions of this Agreement. In the event that Eurodollar Loans shall not be made ratably unavailable as provided in this Section, the Banks and the Company shall negotiate in good faith to make available to the Company, on mutually acceptable terms, Loans bearing interest at a rate per annum determined with reference to the rates quoted to the Agent in the secondary market by three certificate of deposit dealers of recognized standing for the Lenders but only from such affected Lenderpurchase at face value of the Agents’ certificates of deposit in an amount and for an interest period equal to an amount and interest period of the requested Loans, adjusted for reserves and FDIC insurance assessments (the “Adjusted CD Rate”).

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if (a) If at any time any Bank determines in good faith (which determination shall be conclusive) that any change after the Effective Date in any applicable law law, rule or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation interpretation, application or administration thereof in each case occurring after the date hereof makes it unlawful unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Lender such Bank or its foreign branch or branches to make fund or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated herebyLoan (any of the foregoing determinations being a “Eurodollar Event”), then, such Lender shall promptly give notice thereof to Bank, at its option, may: (i) declare that Eurodollar Rate Loans will no longer be made or maintained by such Bank, whereupon the right of the Borrower and such Lender’s obligations to make or maintain select Eurodollar Loans under this Agreement for any Borrowing shall be suspended until it is such Bank shall notify the Agent that the circumstances causing such Eurodollar Event no longer unlawful for such Lender to make or maintain Eurodollar Loans. The Borrower shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to it, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or exist; (ii) convert the principal amount of the affected with respect to any Eurodollar Loans of such Bank then outstanding, require that all such Eurodollar Loans be converted to ABR Loans, in which event all such Eurodollar Loans shall automatically be converted into ABR Loans on the effective date of notice of such Eurodollar Event and all payments or prepayments of principal that would have otherwise been applied to repay such converted Eurodollar Loans shall instead be applied to repay the ABR Loans resulting from such Lender conversion; and/or (iii) with respect to any Eurodollar Loans requested of such Bank but not yet made as or converted into Base Rate such, require that such Eurodollar Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lenderas or converted into, as applicable, ABR Loans.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan DocumentNote, if at any time after the date hereof any Lender shall determine in good faith that any change in applicable law laws, treaties or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), regulations or in the interpretation thereof in each case occurring after the date hereof makes it unlawful for any such Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated herebyEurocurrency Loans, such Lender shall promptly give notice thereof to the Administrative Agent (which shall in turn promptly notify the Borrower and the other Lenders) and such Lender’s obligations to make or maintain Eurodollar Eurocurrency Loans under this Agreement shall be suspended terminate until it is no longer unlawful for such Lender to make or maintain Eurodollar Eurocurrency Loans. The Borrower shall at its election either (i) prepay on the last day of the Interest Period for any such affected Eurocurrency Loan, or within such earlier period as required by law upon demand from the affected Lender, the outstanding principal amount of any such affected Eurodollar Loans made to itEurocurrency Loans, together with all interest accrued thereon and all other amounts then due and payable to such the affected Lender under with respect thereto; provided, however, subject to all of the terms and conditions of this Agreement or (ii) convert Agreement, the Borrower may then elect to borrow the principal amount of the affected Eurodollar Eurocurrency Loans from such Lender into by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States States, Canadian or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation thereof 75 thereof, in each case occurring after the date hereof hereof, makes it unlawful for any Lender to make or continue to maintain any Eurodollar LIBORTerm SOFR Loans, EURIBOR Loans or CAD CDOR Loans or to perform its obligations as contemplated hereby, such Lender shall promptly give notice thereof to the Borrower Borrowers and such Lender’s obligations to make or maintain Eurodollar LIBORTerm SOFR Loans, EURIBOR Loans or CAD CDOR Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar LIBORTerm SOFR Loans, EURIBOR Loans or CAD CDOR Loans. The Borrower shall Each Borrower, at its election election, shall either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar LIBORTerm SOFR Loans, EURIBOR Loans or CAD CDOR Loans made to it, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or Agreement, (ii) in the case of a Domestic Borrower, convert the principal amount of the affected Eurodollar LIBORTerm SOFR Loans or EURIBOR Loans from such Lender into U.S. Base Rate Loans from such LenderLender (including, to the extent necessary, by converting the currency of such Loans denominated in Euros into U.S. Dollars) or (iii) in the case of the Canadian Borrower, convert the principal amount of the affected CAD CDOR Loans from such Lender into U.S. Base Rate Loans from such Lender (and converting the currency of such Loans into U.S. Dollars in the U.S. Dollar Equivalent amount thereof), which U.S. Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if (a) If at any time any Bank determines in good faith (which determination shall be conclusive) that any change in any applicable law law, rule or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation interpretation, application or administration thereof in each case occurring after the date hereof makes it unlawful unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Lender such Bank or its foreign branch or branches to make fund or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated herebyRate Loan (any of the foregoing determinations being a "Eurodollar Event"), then, such Lender shall promptly give notice thereof to Bank, at its option, may: (i) declare that Eurodollar Rate Loans will no longer be made or maintained by such Bank, whereupon the right of the Borrower and such Lender’s obligations to make or maintain select Eurodollar Rate Loans under this Agreement for any Borrowing shall be suspended until it is such Bank shall notify the Agent that the circumstances causing such Eurodollar Event no longer unlawful for such Lender to make or maintain Eurodollar Loans. The Borrower shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to it, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or exist; (ii) convert the principal amount with respect to any Eurodollar Rate Loans of the affected such Bank then outstanding, require that all such Eurodollar Rate Loans from be Converted to Base Rate Loans, in which event all such Lender Eurodollar Rate Loans shall automatically be Converted into Base Rate Loans from on the effective date of such Lender, which notice and all payments or prepayments of principal that would have otherwise been applied to repay such Converted Eurodollar Rate Loans shall instead be applied to repay the Base Rate Loans shall resulting from such Conversion; and/or (iii) with respect to any Eurodollar Rate Loans requested of such Bank but not yet made as or Converted into such, require that such Eurodollar Rate Loans be made ratably by the Lenders but only from such affected Lender.as or Converted into, as applicable, Base Rate Loans. HOU04:37909.7

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time after the date hereof any Lender shall determine in good faith that any change in applicable law laws, treaties or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), regulations or in the interpretation thereof in each case occurring after the date hereof makes it unlawful for any such Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated herebyEurocurrency Loans, such Lender shall promptly give notice thereof to the Borrower Administrative Agent (which shall in turn promptly notify the Company and the other Lenders) and such Lender’s obligations to make or maintain Eurodollar Eurocurrency Loans under this Agreement shall be suspended terminate until it is no longer unlawful for such Lender to make or maintain Eurodollar Eurocurrency Loans. The Borrower Borrowers shall at its election either (i) prepay on the last day of the Interest Period for any such affected Eurocurrency Loan, or within such earlier period as required by law upon demand from the affected Lender, the outstanding principal amount of any such affected Eurodollar Loans made to itEurocurrency Loans, together with all interest accrued thereon and all other amounts then due and payable to such the affected Lender under with respect thereto; provided, however, subject to all of the terms and conditions of this Agreement or (ii) convert Agreement, the Company may then elect on behalf of the Borrowers to borrow the principal amount of the affected Eurodollar Eurocurrency Loans from such Lender into by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan DocumentNote, if at any time after the date hereof any Lender shall determine in good faith that any change in applicable law laws, treaties or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), regulations or in the interpretation thereof in each case occurring after the date hereof makes it unlawful for any such Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated herebyEurocurrency Loans, such Lender shall promptly give notice thereof to the Borrower Administrative Agent (which shall in turn promptly notify the Company and the other Lenders) and such Lender’s obligations to make or maintain Eurodollar Eurocurrency Loans under this Agreement shall be suspended terminate until it is no longer unlawful for such Lender to make or maintain Eurodollar Eurocurrency Loans. The Borrower Borrowers shall at its election either (i) prepay on the last day of the Interest Period for any such affected Eurocurrency Loan, or within such earlier period as required by law upon demand from the affected Lender, the outstanding principal amount of any such affected Eurodollar Loans made to itEurocurrency Loans, together with all interest accrued thereon and all other amounts then due and payable to such the affected Lender under with respect thereto; provided, however, subject to all of the terms and conditions of this Agreement or (ii) convert Agreement, the Company may then elect on behalf of the Borrowers to borrow the principal amount of the affected Eurodollar Eurocurrency Loans from such Lender into by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any change Change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation thereof in each case occurring after the date hereof Law makes it unlawful for any Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated herebyhereby related to Eurodollar Loans, such Lender shall promptly give written notice thereof to the Borrower and such Lender’s obligations to make or maintain Eurodollar Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar Loans. The Borrower shall at its election either (i) promptly prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to itLoans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or or, subject to all of the terms and conditions of this Agreement, convert such affected Eurodollar Loans into Base Rate Loans; ​ provided, however, subject to all of the terms and conditions of this Agreement (ii) convert unless the affected Eurodollar Loans are converted into Base Rate Loans), the Borrower may then elect to borrow the principal amount of the affected Eurodollar Loans from such Lender into by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Change of Law. Section 10.1. Change of Law" \l 2 . Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any change Change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation thereof in each case occurring after the date hereof Law makes it unlawful for any Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated herebyhereby related to Eurodollar Loans, such Lender shall promptly give written notice thereof to the Borrower and such Lender’s obligations to make or maintain Eurodollar Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar Loans. The Borrower shall at its election either (i) promptly prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to itLoans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or or, subject to all of the terms and conditions of this Agreement, convert such affected Eurodollar Loans into Base Rate Loans; provided, however, subject to all of the terms and conditions of this Agreement (ii) convert unless the affected Eurodollar Loans are converted into Base Rate Loans), the Borrower may then elect to borrow the principal amount of the affected Eurodollar Loans from such Lender into by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Change of Law. (a) Notwithstanding any other provisions of this Agreement or any other Loan Credit Document, if at any time any change Change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation thereof in each case occurring after the date hereof Law makes it unlawful for any Lender to make or continue to maintain any Eurodollar Eurocurrency Loans or to perform its obligations as contemplated hereby, such Lender shall promptly give notice thereof to the Borrower and such Lender’s obligations to make or maintain Eurodollar Eurocurrency Loans under this Agreement shall be suspended terminate until it is no longer unlawful for such Lender to make or maintain Eurodollar Eurocurrency Loans. The Borrower shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to itEurocurrency Loans, together with all interest accrued thereon and all other amounts then due and payable at a rate per annum equal to the interest rate applicable to such Lender under Loan; provided, however, subject to all of the terms and conditions of this Agreement or (ii) convert Agreement, the Borrower may then elect to borrow the principal amount of the affected Eurodollar Eurocurrency Loans from such Lender into Base by means of Domestic Rate Loans from such Lender, which Base Domestic Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.. (b) If, in any applicable jurisdiction, the Administrative Agent, any L/C Issuer or any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, any L/C Issuer or any Lender to (i) perform any of its obligations hereunder or under any other Credit Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Obligations of the Borrower or any Guarantor who is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia such Person shall promptly notify the Administrative Agent, then, upon the Administrative Agent notifying the Borrower and Parent, and until such notice by such Person is revoked, any

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation thereof thereof, in each case occurring after the date hereof hereof, makes it unlawful for any Lender to make or continue to maintain any Eurodollar Term SOFR Loans or to perform its obligations as contemplated hereby, such Lender shall promptly give notice thereof to the Borrower and such Lender’s obligations to make or maintain Eurodollar Term SOFR Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar Term SOFR Loans. The Borrower shall Borrower, at its election election, shall either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Term SOFR Loans made to it, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or (ii) convert the principal amount of the affected Eurodollar Term SOFR Loans from such Lender into Base Rate Loans from such Lender, Lender which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan DocumentNote, if at any time any change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation thereof in each case occurring after the date hereof makes it unlawful for any Lender Bank to make or continue to maintain any Eurodollar Loans or to perform give effect to its obligations to make Eurodollar Loans as contemplated hereby, such Lender Bank shall promptly give notice thereof to the applicable Borrower and the Agent and such Lender’s Bank's obligations to make or maintain Eurodollar Loans under this Agreement shall be suspended terminate until it is no longer unlawful for such Lender Bank to make or maintain Eurodollar Loans. The To the extent required to comply with any such law as changed, the applicable Borrower shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to itLoans, together with all interest accrued thereon and all other amounts then due and payable to such Lender Bank under this Agreement or (ii) convert including, without limitation, Section 3.8 hereof; provided, however, subject to all of the terms and conditions of this Agreement, the applicable Borrower may then elect to borrow the principal amount of the affected Eurodollar Loans Loan from such Lender into Base Bank by means of a Domestic Rate Loans Loan or Adjusted CD Rate Loan from such Lender, which Base Rate Loans Bank that shall not be made ratably by the Lenders Banks but only from such affected LenderBank. During the period when it is unlawful for any Bank to make Eurodollar Loans, Committed Loans shall continue to be made in such a manner so that the percentage of each Bank's Commitment in the form of Committed Loans is unchanged, but the Banks affected by such illegality shall make their share of each Committed Borrowing which has been requested in the form of Eurodollar Loans available in the form of a Domestic Rate Loan or Adjusted CD Rate Loan, as requested by the Company.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan DocumentNote, if at any time after the date hereof any change in applicable law or regulation (or in the interpretation thereof makes it unlawful for any Bank to make or continue to maintain Eurodollar Loans or to perform its obligations as contemplated hereby, such Bank shall promptly give notice thereof to Borrower and such Bank’s obligations to make or maintain Eurodollar Loans under this Agreement shall terminate until it is no longer unlawful for purposes such Bank to make or maintain Eurodollar Loans. Borrower shall prepay on demand the outstanding principal amount of any such affected Eurodollar Loans, together with all interest accrued thereon at a rate per annum equal to the interest rate applicable to such Loan; provided, however, subject to all of the terms and conditions of this Agreement, Borrower may in the alternative elect to convert the principal amount of the affected Eurodollar Loans from such Bank into Base Rate Loans from such Bank, which Base Rate Loans shall not be made ratably by the Banks but only from such affected Bank. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulationsrequests, rules, guidelines or directives thereunder or issued in connection therewith and (the “Xxxx-Xxxxx Act”y) and all requests, rules, guidelines and or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof)authorities, or in the interpretation thereof in each case occurring after pursuant to Basel III, shall in each case be deemed to be a “change in law” hereunder, regardless of the date hereof makes it unlawful for any Lender to make enacted, adopted or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated hereby, such Lender shall promptly give notice thereof to the Borrower and such Lender’s obligations to make or maintain Eurodollar Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar Loans. The Borrower shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to it, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or (ii) convert the principal amount of the affected Eurodollar Loans from such Lender into Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lenderissued.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan DocumentNote, if at any time after the date hereof any change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation or administration thereof in each case occurring after the date hereof makes it unlawful for any Lender Bank to make or continue to maintain any Eurodollar Loans or Eurodollar Bid Loans or to perform give effect to its obligations as contemplated hereby, such Lender Bank shall promptly give notice thereof to the Borrower Borrower, with a copy to the Administrative Agent, and such Lender’s Bank's obligations to make or maintain Eurodollar Loans or Eurodollar Bid Loans under this Agreement shall be suspended terminate until it is no longer unlawful for such Lender Bank to make or maintain such Eurodollar Loans or Eurodollar Bid Loans. The Borrower shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to itor Eurodollar Bid Loans, together with all interest accrued thereon and all other amounts then due and payable to such Lender Bank under this Agreement or (ii) convert Agreement; PROVIDED, HOWEVER, subject to all of the terms and conditions of this Agreement, the Borrower may then elect to borrow the principal amount of the affected Eurodollar Loans Loan or Eurodollar Bid Loan from such Lender into Bank by means of a Base Rate Loans Loan from such Lender, which Base Rate Loans Bank that shall not be made ratably by the Lenders Banks but only from such affected LenderBank and payments whereon shall be made contemporaneously with payments on the relevant Borrowing of Eurodollar Loans or Eurodollar Bid Loans.

Change of Law. Section 10.1.Change of Law" \l 2 . Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any change Change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation thereof in each case occurring after the date hereof Law makes it unlawful for any Lender to make or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated herebyhereby related to Eurodollar Loans, such Lender shall promptly give written notice thereof to the Borrower and such Lender’s obligations to make or maintain Eurodollar Loans under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain Eurodollar Loans. The Borrower shall at its election either (i) promptly prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to itLoans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this ​ Agreement or or, subject to all of the terms and conditions of this Agreement, convert such affected Eurodollar Loans into Base Rate Loans; provided, however, subject to all of the terms and conditions of this Agreement (ii) convert unless the affected Eurodollar Loans are converted into Base Rate Loans), the Borrower may then elect to borrow the principal amount of the affected Eurodollar Loans from such Lender into by means of Base Rate Loans from such Lender, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document, if (a) If at any time after the Effective Date any Bank determines in good faith (which determination shall be conclusive) that any change in any applicable law or regulation (and for purposes Requirement of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof)Law, or in the interpretation interpretation, application or administration thereof in each case occurring after the date hereof makes it unlawful unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Lender such Bank or its Eurodollar Lending Office to make fund or continue to maintain any Eurodollar Loans or to perform its obligations as contemplated herebyRate Loan (any of the foregoing determinations being a "Eurodollar Event"), then, such Lender shall promptly give notice thereof to Bank, at its option, may: (i) declare that Eurodollar Rate Loans will no longer be made or maintained by such Bank, whereupon the right of the Borrower and such Lender’s obligations to make or maintain select Eurodollar Rate Loans under this Agreement for any Borrowing shall be suspended until it is such Bank shall notify the Agent that the circumstances causing such Eurodollar Event no longer unlawful for such Lender to make or maintain Eurodollar Loans. The Borrower shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to it, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or exist; (ii) convert the principal amount with respect to any Eurodollar Rate Loans of the affected such Bank then outstanding, require that all such Eurodollar Rate Loans from be Converted to Base Rate Loans, in which event all such Lender Eurodollar Rate Loans shall automatically be Converted into Base Rate Loans from on the effective date of such Lender, which notice and all payments or prepayments of principal that would have otherwise been applied to repay such Converted Eurodollar Rate Loans shall instead be applied to repay the Base Rate Loans shall resulting from such Conversion; and/or (iii) with respect to any Eurodollar Rate Loans requested of such Bank but not yet made as or Converted into such, require that such Eurodollar Rate Loans be made ratably by the Lenders but only from such affected Lenderas or Converted into, as applicable, Base Rate Loans.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan Document------------- Agreement, if at any time any change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation thereof in each case occurring after the date hereof makes it unlawful for any Lender to make or continue to maintain any Eurodollar Eurocurrency Loans in U.S. Dollars or in an Optional Currency or to perform give effect to its obligations as contemplated hereby, such Lender shall promptly give notice thereof to the Agent and the Borrower and such Lender’s 's obligations to make or maintain Eurodollar Eurocurrency Loans in such currency under this Agreement shall be suspended terminate until it is no longer unlawful for such Lender to make or maintain Eurodollar Loanssuch Loans in such currency. The Borrower shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to itEurocurrency Loans, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement or (ii) convert Agreement; provided, however, subject to all of the terms and conditions of this Agreement, the Borrower may then elect to borrow the principal amount of the affected Eurodollar Eurocurrency Loans from such Lender into by means of Eurocurrency Loans of another currency or Base Rate Loans from such Lender, which Base Rate Loans Lender and such Loan shall not be made ratably by the Lenders but only from such affected Lender.

Change of Law. Notwithstanding any other provisions of this Agreement or any other Loan DocumentNote, if at any time any change in applicable law or regulation (and for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, guidelines or directives in connection therewith (the “Xxxx-Xxxxx Act”) and all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (the “Basel III Rules”) are deemed to have been adopted and gone into effect after the date hereof), or in the interpretation thereof in each case occurring after the date hereof makes it unlawful for any Lender Bank to make or continue to maintain any Committed Eurodollar Loans or to perform give effect to its obligations to make Committed Eurodollar Loans as contemplated hereby, such Lender Bank shall promptly give notice thereof to the Borrower Company and the Administrative Agent, and such Lender’s Bank's obligations to make or maintain Committed Eurodollar Loans under this Agreement shall be suspended terminate until it is no longer unlawful for such Lender Bank to make or maintain Committed Eurodollar Loans. The Borrower To the extent required to comply with any such law as changed, the Company shall at its election either (i) prepay on demand the outstanding principal amount of any such affected Eurodollar Loans made to itLoans, together with all interest accrued thereon and all other amounts then due and payable to such Lender Bank under this Agreement or (ii) convert Agreement; provided, however, subject to all of the terms and conditions of this Agreement, the Company may then elect to borrow the principal amount of the affected Eurodollar Loans Loan from such Lender into Base Bank by means of a Domestic Rate Loans Loan from such Lender, which Base Rate Loans Bank that shall not be made ratably by the Lenders Banks but only from such affected LenderBank. During the period when it is unlawful for any Bank to make Eurodollar Loans, Loans shall continue to be made in such a manner so that the percentage of each Bank's Loan Commitment in use in the form of Committed Loans is identical, but the Banks affected by such illegality shall make their share of each Committed Borrowing which has been requested in the form of Eurodollar Loans available in the form of a Domestic Rate Loan.