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

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

Changes in Law Rendering Certain Loans Unlawful. In the event that any change in (including the adoption of any new) applicable laws or regulations, or any change in the interpretation of applicable laws or regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank raise a substantial question as to whether it is) unlawful for any a Bank or the Lending Office of such Bank (an "Affected Bank") to make, maintain or fund Eurodollar Rate Loans, then (a) the Affected Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continuehereto, (ab) the obligation of all Banks to make or continue or convert into Eurodollar Rate Committed Loans or make Eurodollar Rate Bid Loans made unlawful for the Affected Bank shall have no obligation to make or Convert into Eurodollar Loans (but shall make Floating Rate Loans concurrently with shall, upon the making of or Conversion into Eurodollar Loans by the Banks which are not Affected Banks, in each case in an amount equal to the Affected Bank's Percentage of all Eurodollar Loans which would be made or Converted into at such time in the absence effectiveness of such circumstances) event, be suspended for the duration of such unlawfulness, and (bc) on the last day of the current Interest Period for each Eurodollar Loan Rate Loans (or, in any event, if the Affected Bank so requests, on such earlier date as may be required by the relevant law, regulation or interpretation), such the Eurodollar Loan Rate Committed Loans shall, unless then repaid in full, automatically Convert convert to Base Rate Loans and the Eurodollar Rate Bid Loans shall be prepaid. Notwithstanding the foregoing, the Administrative Agent and each Bank shall take any reasonable actions available to it (including designation of a Floating Rate Loan. Each Floating Rate Loan made by an Affected Bank whichdifferent Lending Office), but for consistent with legal and regulatory restrictions, that will avoid the circumstances need to take the steps described in this Section 5.4, which will not, in the foregoing sentencereasonable judgment of the Administrative Agent or such Bank, would be a Eurodollar Loan (an "materially disadvantageous to the Administrative Agent or the Affected Loan") shallBank, notwithstanding any other provision of or the Borrower as compared to the steps described in this Agreement, remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstancesSection 5.4.

Changes in Law Rendering Certain Loans Unlawful. In the event that any change in (including the adoption of any new) applicable laws law, rule, or regulationsregulation, or any change therein, or any change in the interpretation of applicable laws or regulations administration thereof by any governmental authority, central bank, or other regulatory body comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any Applicable Lending Office of such Bank) with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency, should make it unlawful or impossible for a Bank or its Applicable Lending Office (or in the good faith judgment of any Bank raise a substantial question as to whether it is) unlawful for any Bank (an "“Affected Bank"”) to make, maintain maintain, or fund Eurodollar Loans, then the Affected Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) the Affected Bank shall have no promptly notify the Administrative Agent (which shall promptly advise each Bank thereof), (b) the obligation of the Affected Bank to make or Convert into Eurodollar Loans shall, upon the effectiveness of such event, be suspended for the duration of such unlawfulness (but shall make Floating Rate Loans concurrently with and for such duration any requests by the making of or Conversion into Company for Eurodollar Loans by the Banks which are not Affected Banksshall be deemed, in each case in an amount equal with respect to the Affected Bank's Percentage of all , to be requests for Floating Rate Loans repayable on the same date as the Eurodollar Loans which would be made or Converted into at such time in by the absence of such circumstances) other non-affected Banks), and (bc) on the last day of the current Interest Period for each Eurodollar Loan (or, in any event, if the Affected Bank so requests, the Company shall prepay in full the then outstanding principal amount of the Eurodollar Loans of the Affected Bank made unlawful for the Affected Bank, together with accrued interest thereon and any funding losses pursuant to Section 8.5, prior to the last day of the Loan Period therefor, on such earlier date as may be required by the relevant law, regulation regulation, or interpretation), . Concurrently with prepaying each such Eurodollar Loan shallLoan, unless then repaid in fullthe Company shall borrow, automatically Convert to and the Affected Bank shall make, a Floating Rate Loan. Each Floating Rate Loan made by in an Affected Bank which, but for equal principal amount (on which interest and principal shall be payable contemporaneously with the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall, notwithstanding any other provision of this Agreement, remain outstanding for the same period as the Group of related Eurodollar Loans of which such Affected Loan would be a part absent such circumstancesthe other Banks).

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

Changes in Law Rendering Certain Loans Unlawful. In the event that any change in (including the adoption of any new) applicable laws or regulations, or any change in the interpretation of applicable laws or regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Bank raise a substantial question as to whether it is) unlawful for any a Bank or the Lending Office of such Bank (an "Affected Bank") to make, maintain or fund Eurodollar Rate Loans, then (a) the Affected Bank shall promptly notify each of the other parties hereto and, so long as such circumstances shall continuehereto, (ab) the obligation of all Banks to make or continue or convert into Eurodollar Rate Loans made unlawful for the Affected Bank shall have no obligation to make or Convert into Eurodollar Loans (but shall make Floating Rate Loans concurrently with shall, upon the making of or Conversion into Eurodollar Loans by the Banks which are not Affected Banks, in each case in an amount equal to the Affected Bank's Percentage of all Eurodollar Loans which would be made or Converted into at such time in the absence effectiveness of such circumstances) event, be suspended for the duration of such unlawfulness, and (bc) on the last day of the current Interest Period for each Eurodollar Loan Rate Loans (or, in any event, if the Affected Bank so requests, on such earlier date as may be required by the relevant law, regulation or interpretation), such the Eurodollar Loan Rate Loans shall, unless then repaid in full, automatically Convert convert to Base Rate Loans. Notwithstanding the foregoing, the Administrative Agent and each Bank shall take any reasonable actions available to it (including designation of a Floating Rate Loan. Each Floating Rate Loan made by an Affected Bank whichdifferent Lending Office), but for consistent with legal and regulatory restrictions, that will avoid the circumstances need to take the steps described in this Section 5.4, which will not, in the foregoing sentencereasonable judgment of the Administrative Agent or such Bank, would be a Eurodollar Loan (an "materially disadvantageous to the Administrative Agent or the Affected Loan") shallBank, notwithstanding any other provision of or the Borrower as compared to the steps described in this Agreement, remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstancesSection 5.4.