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

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

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

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

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

Changes in Law Rendering Eurodollar Loans Unlawful. In the event that any change after the date hereof in (including the adoption of any new) applicable laws or regulations, or any change after the date hereof in the interpretation of applicable laws or regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund Eurodollar Loans, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Floating Rate Loans, ignoring the Eurodollar Rate component in determining the Base Rate, Loans concurrently with the making of or conversion into Eurodollar Loans by the Lenders which are not so affected, in each case in -20- an amount equal to such Lender’s pro rata share '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 of such Lender (or, in any event, if such Lender so requests, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Floating Rate Loan and, if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars based on the Dollar Equivalent (and such Lender will promptly notify the Administrative Agent and the Company when such circumstances cease to exist, at which time such Lender’s obligation to make Eurodollar Loans shall be reinstated)Loan. Each Base Floating Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an “"Affected Loan”") shall shall, notwithstanding any other provision of this Agreement, remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

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

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

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

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

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

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

Changes in Law Rendering Eurodollar Loans Unlawful. In the event that any change after the date hereof in (including the adoption of any new) applicable laws or regulations, or any change after the date hereof in the interpretation of applicable laws or regulations by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund Eurodollar Loans, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Floating Rate Loans, ignoring the Eurodollar Rate component in determining the Base Rate, Loans concurrently with the making of or conversion into Eurodollar Loans by the Lenders which are not so affected, in each case in an amount equal to such Lender’s pro rata share '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 of such Lender (or, in any event, if such Lender so requests, on such earlier date as may be required by the relevant law, regulation or interpretation), such Eurodollar Loan shall, unless then repaid in full, automatically convert to a Base Floating Rate Loan and, if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars based on the Dollar Equivalent (and such Lender will promptly notify the Administrative Agent and the Company when such circumstances cease to exist, at which time such Lender’s obligation to make Eurodollar Loans shall be reinstated)Loan. Each Base 23 Floating Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an “"Affected Loan”") shall shall, notwithstanding any other provision of this Agreement, remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

Changes in Law Rendering Eurodollar Loans Unlawful. In the event that If at any change after the date hereof in (including the adoption of time any new) applicable laws new law, treaty or regulationsregulation, or any change after the date hereof in the any existing law, treaty or regulation, or any interpretation of applicable laws or regulations thereof by any governmental or other regulatory body authority charged with the administration thereof, should shall make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender Bank to makefund any Eurodollar Loans which it is committed to make hereunder with moneys obtained in the Eurodollar market, maintain or the commitment of such Bank to fund Eurodollar LoansLoans shall, then upon the happening of such Lender event forthwith be suspended for the duration of such illegality, and such Bank shall promptly by written notice to Borrower and Agent declare that its commitment with respect to such Loans has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify each Borrower and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable 19 Eurodollar market of any Eurodollar Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify Borrower, Agent and the other parties hereto andBanks thereof in writing stating the reasons therefor, so long as such circumstances shall continueand Borrower shall, on the earlier of (a) such Lender shall have no obligation to make or convert into Eurodollar Loans (but shall make Base Rate Loans, ignoring the Eurodollar Rate component in determining the Base Rate, concurrently with the making of or conversion into Eurodollar Loans by the Lenders which are not so affected, in each case in an amount equal to such Lender’s pro rata share of all Eurodollar Loans which would be made or converted into at such time in the absence of such circumstances) and (b) on the last day of the then current Interest Period for each Eurodollar Loan of such Lender or Competitive Bid Interest Period, as applicable or (or, in any event, on such earlier date as may be b) if required by the relevant such law, regulation or interpretation), on such date as shall be specified in such notice, either convert all Eurodollar Loan shall, unless then repaid Loans to Prime Rate Loans or prepay all Eurodollar Loans to the Banks in full, automatically convert to a Base Rate Loan and, if such Loan is denominated in a currency other than Dollars, such Loan shall be redenominated in Dollars based on the Dollar Equivalent (and such Lender will promptly notify the Administrative Agent and the Company when such circumstances cease to exist, at which time such Lender’s obligation to make Eurodollar Loans shall be reinstated). Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a Eurodollar Loan (an “Affected Loan”) shall remain outstanding for the same period as the Group of Eurodollar Loans of which such Affected Loan would be a part absent such circumstances.

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

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

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