Common use of Eurodollar Rate Lending Unlawful Clause in Contracts

Eurodollar Rate Lending Unlawful. (a) If any Lender reasonably determines (which determination shall, upon notice thereof to the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction of or any change in or in the interpretation of any Law after the Closing Date makes it unlawful, or any central bank or other Governmental Authority asserts after the Closing Date that it is unlawful, for such Lender to make, maintain or fund any Loan as a Eurodollar Loan, the obligations of such Lender to make, maintain or fund any Loan as a Eurodollar Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrowers and the Administrative Agent that the circumstances causing such suspension no longer exist, and all Eurodollar Loans of such Lender shall automatically convert into Base Rate Loans at the end of the then-current Interest Periods with respect thereto or sooner, if required by such Law or assertion. Upon any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion occurs on a day other than the last day of the then-current Interest Period for such affected Eurodollar Loans, such Lender shall be entitled to make a request for, and the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses). (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a Eurodollar Loans in accordance with this Agreement.

Eurodollar Rate Lending Unlawful. (a) If any Lender reasonably determines (which determination shall, upon notice thereof to the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction of or any change in or in the interpretation of any Law after the Closing Date date hereof makes it unlawful, or any central bank or other Governmental Authority asserts after the Closing Date date hereof that it is unlawful, for such Lender to make, maintain or fund any Loan as a Eurodollar Loan, the obligations of such Lender to make, maintain or fund any Loan as a Eurodollar Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrowers and the Administrative Agent that the circumstances causing such suspension no longer exist, and all Eurodollar Loans of such Lender shall automatically convert into Base Rate Loans at the end of the then-current Interest Periods with respect thereto or sooner, if required by such Law or assertion. Upon any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion occurs on a day other than the last day of the then-current Interest Period for such affected Eurodollar Loans, such Lender shall be entitled to make a request for, and the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses). (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a Eurodollar Loans in accordance with this Agreement.

Eurodollar Rate Lending Unlawful. (a) If Notwithstanding any Lender reasonably determines (which determination shallother provision herein, upon notice thereof to if the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction adoption of or any change in any Requirement of Law or in the interpretation of any Law or application thereof occurring after the Closing Documentation Date makes shall make it unlawful, or unlawful for any central bank or other Governmental Authority asserts after the Closing Date that it is unlawful, for such Lender Participant to make, continue or maintain or fund any Loan Eurodollar Loans/Certificate Holder Amounts as a Eurodollar Loancontemplated by the Operative Documents, (i) such Participant shall promptly give written notice of such circumstances to the Lessee, the obligations of such Lender to make, maintain or fund any Loan as a Eurodollar Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrowers Certificate Holder Agent and the Administrative Agent that the (which notice shall be withdrawn whenever such circumstances causing such suspension no longer exist), and all Eurodollar Loans (ii) the commitment of such Lender or Certificate Holder, as the case may be, hereunder to make, continue or maintain Eurodollar Loans/Certificate Holder Amounts shall automatically convert into forthwith be canceled and, until such time as it shall no longer be unlawful for such Participant to make, continue or maintain Eurodollar Loans/Certificate Holder Amounts, such Participant shall then have a commitment only to make or maintain Base Rate Loans/Certificate Holder Amounts when Eurodollar Loans/Certificate Holder Amounts are requested and (c) such Participant's Loans at and Certificate Holder Amounts then outstanding as Eurodollar Loans/Certificate Holder Amounts, if any, shall be converted automatically to Base Rate Loans/Certificate Holder Amounts on the end respective last days of the then-then current Interest Periods with respect thereto to such Loans and Certificate Holder Amounts or sooner, if within such earlier period as required by such Law or assertionlaw. Upon If any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion of Eurodollar Loans/Certificate Holder Amounts occurs on a day other than which is not the last day of the then-then current Interest Period for with respect thereto, the Lessee shall pay to such affected Participant such amounts, if any, as may be required pursuant to Section 13.10. In any such case, interest and principal (if any) shall be payable contemporaneously with the related Eurodollar Loans, such Lender shall be entitled to make a request for, and /Certificate Holder Amounts of the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses)other Participants so affected. (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a Eurodollar Loans in accordance with this Agreement.

Eurodollar Rate Lending Unlawful. (a) If Notwithstanding any Lender reasonably determines (which determination shallother provision herein, upon notice thereof to if the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction adoption of or any change in any Requirement of Law or in the interpretation of any Law or application thereof occurring after the Closing Date makes shall make it unlawful, or unlawful for any central bank or other Governmental Authority asserts after the Closing Date that it is unlawful, for such Lender Participant to make, continue or maintain Eurodollar Loans or fund any Loan Eurodollar Investor Contributions as a Eurodollar Loancontemplated by the Operative Agreements, (i) such Participant shall promptly give written notice of such circumstances to the Lessee, the obligations Lessor and the Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (ii) the commitment of such Lender or Investor, as the case may be, hereunder to make, continue or maintain Eurodollar Loans or fund any Loan Eurodollar Investor Contributions shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Participant to make, continue or maintain Eurodollar Loans or Eurodollar Investor Contributions, such Participant shall then have a commitment only to make or maintain ABR Loans or ABR Investor Contributions when a Eurodollar Loan shall, upon or Eurodollar Investor Contribution is requested and (c) such determination, forthwith be suspended until such Lender shall notify the Borrowers Participant's Loans and the Administrative Agent that the circumstances causing such suspension no longer exist, and all Investor Contributions then outstanding as Eurodollar Loans of such Lender or Eurodollar Investor Contributions, if any, shall be converted automatically convert into Base Rate to ABR Loans at or ABR Investor Contributions on the end respective last days of the then-then current Interest Periods with respect thereto to such Loans and Investor Contributions or sooner, if within such earlier period as required by such Law or assertionlaw. Upon If any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion of Eurodollar Loans or Eurodollar Investor Contributions occurs on a day other than which is not the last day of the then-then current Interest Period for with respect thereto, the Lessee shall pay to such affected Eurodollar LoansParticipant such amounts, if any, as may be required pursuant to Section 12.7. In any such Lender case, interest and principal (if any) shall be entitled to make a request for, and payable contemporaneously with the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses). (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a related Eurodollar Loans in accordance with this Agreementor Eurodollar Investor Contributions of the other Participants.

Eurodollar Rate Lending Unlawful. (a) If Notwithstanding -------------------------------- any Lender reasonably determines (which determination shallother provision herein, upon notice thereof to if the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction adoption of or any change in any Requirement of Law or in the interpretation of any Law or application thereof occurring after the Closing Documentation Date makes shall make it unlawfulunlawful for a Participant to make or maintain Eurodollar Loans and Eurodollar Lessor Amounts as contemplated by the Operative Documents (i) such Participant shall promptly give written notice of such circumstances to the Lessee and the other Participant (which notice shall be withdrawn whenever such circumstances no longer exist), (ii) the commitment of each such Lender or any central bank or other Governmental Authority asserts after Lessor, as the Closing Date that case may be, hereunder to make Eurodollar Loans and Eurodollar Lessor Amounts shall forthwith be canceled and, until such time as it is unlawful, shall no longer be unlawful for such Lender Participant to makemake or maintain Eurodollar Loans and Eurodollar Lessor Amounts, maintain such Participant shall then have a commitment only to make a Base Rate Loan or fund any Loan as a Eurodollar Loan, the obligations of such Lender to make, maintain or fund any Loan as Base Rate Lessor Amount when a Eurodollar Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrowers or a Eurodollar Lessor Amount is requested and the Administrative Agent that the circumstances causing such suspension no longer exist, (c) Participant's Loans and all Lessor Amounts then outstanding as Eurodollar Loans of such Lender and Eurodollar Lessor Amounts, if any, shall be converted automatically convert into to Base Rate Loans at and Base Rate Lessor Amounts on the end respective last days of the then-then current Interest Periods with respect thereto to such Loan Balance and Lessor Balance or sooner, if within such earlier period as required by such Law or assertionlaw. Upon If any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion of Eurodollar Loans and Eurodollar Lessor Amounts occurs on a day other than which is not the last day of the then-then current Interest Period for such affected Eurodollar Loans, such Lender shall be entitled to make a request for, and the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses). (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer applywith respect thereto, the Borrowers Lessee shall pay to such Participant such amounts, if any, as may elect (by delivering an Interest Period Notice) be required pursuant to convert the principal amount of any such Base Rate Loan to a Eurodollar Loans in accordance with this AgreementSection ------- 13.

Eurodollar Rate Lending Unlawful. (a) If any Lender reasonably determines (which determination shall, upon notice thereof to the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction of or any change in or in the interpretation of any Law after the Closing Date makes it unlawful, or any central bank or other Governmental Authority asserts after the Closing Date that it is unlawful, for such Lender to make, maintain or fund any Loan as a Eurodollar Loan, the obligations of such Lender to make, maintain or fund any Loan as a Eurodollar Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrowers and the Administrative Agent that the circumstances causing such suspension no longer exist, and all Eurodollar Loans of such Lender shall automatically convert into Base Rate Loans at the end of the then-current Interest Periods with respect thereto or sooner, if required by such Law or assertion. Upon any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion occurs on a day other than the last day of the then-current Interest Period for such affected Eurodollar Loans, such Lender shall be entitled to make a request for, and the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses). (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any each such Base Rate Loan to a shall automatically again bear interest as Eurodollar Loans in accordance with this Agreement, on the first day of the next succeeding Interest Period applicable to the related Eurodollar Loans of other Lenders.

Eurodollar Rate Lending Unlawful. (a) If any Lender reasonably determines (which determination shall, upon notice thereof to the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error), but only if such Lender has complied with its obligations under Section 4.04 (Obligation to Mitigate) that the introduction of or any change in or in the interpretation of any Law after the Closing Date date hereof makes it unlawful, or any central bank or other Governmental Authority asserts after the Closing Date date hereof that it is unlawful, for such Lender to make, maintain or fund any Loan as a Eurodollar Eurodollar‌ Loan, the obligations of such Lender to make, maintain or fund any such Loan as a Eurodollar Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrowers and notifies the Administrative Agent that the circumstances causing such suspension no longer exist, and all Eurodollar Loans of such Lender shall automatically convert into Base Rate Loans at the end of the then-current Interest Periods with respect thereto or sooner, if required by such Law or assertion. Upon any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion occurs on a day other than the last day of the then-current Interest Period for such affected Eurodollar Loans, such Lender shall be entitled to make a request for, and the Borrowers shall in such case pay, compensation for breakage costs under Section 4.05 (Funding Losses). (b) If such Lender Xxxxxx notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) 4.01 no longer apply, the Borrowers may elect (by delivering an Interest Period Noticewritten notice thereof to the Administrative Agent and each of the Lenders) to convert the principal amount of any such Base Rate Loan to a Eurodollar Loans in accordance with this AgreementLoan on the first day of the next following Interest Period.

Eurodollar Rate Lending Unlawful. (a) If Notwithstanding any Lender reasonably determines (which determination shallother provision herein, upon notice thereof to if the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction adoption of or any change in any Requirement of Law or in the interpretation of any Law or application thereof occurring after the Closing Documentation Date makes shall make it unlawful, or unlawful for any central bank or other Governmental Authority asserts after the Closing Date that it is unlawful, for such Lender Participant to make, continue or maintain or fund any Loan Eurodollar Loans/Lessor Amounts as a Eurodollar Loancontemplated by the Operative Documents, (i) such Participant shall promptly give written notice of such circumstances to the Lessee, the obligations of such Lender to make, maintain or fund any Loan as a Eurodollar Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrowers Lessor and the Administrative Agent that the (which notice shall be withdrawn whenever such circumstances causing such suspension no longer exist), and all Eurodollar Loans (ii) the commitment of such Lender Participant hereunder to make, continue or maintain Eurodollar Loans/Lessor Amounts shall automatically convert into forthwith be canceled and, until such time as it shall no longer be unlawful for such Participant to make, continue or maintain Eurodollar Loans/Lessor Amounts, such Participant shall then have a commitment only to make or maintain Base Rate Loans/Lessor Amounts when Eurodollar Loans/Lessor Amounts are requested and (iii) such Participant's Loans at and Lessor Amounts then outstanding as Eurodollar Loans/Lessor Amounts, if any, shall be converted automatically to Base Rate Loans/Lessor Amounts on the end respective last days of the then-then current Interest Periods with respect thereto to such Loans and Lessor Amounts or sooner, if within such earlier period as required by such Law or assertionlaw. Upon If any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion of Eurodollar Loans/Lessor Amounts occurs on a day other than which is not the last day of the then-then current Interest Period for with respect thereto, the Lessee shall pay to such affected Participant such amounts, if any, as may be required pursuant to Section 13.10. In any such case, interest and principal (if any) shall be payable contemporaneously with the related Eurodollar Loans, such Lender shall be entitled to make a request for, and /Lessor Amounts of the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses). (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a Eurodollar Loans in accordance with this other Participants so affected. Xxx Research Corporation Participation Agreement.

Eurodollar Rate Lending Unlawful. (a) If Notwithstanding any Lender reasonably determines (which determination shallother provision herein, upon notice thereof to if the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction adoption of or any change in any Requirement of Law or in the interpretation of any Law or application thereof occurring after the Closing Documentation Date makes shall make it unlawful, or unlawful for any central bank or other Governmental Authority asserts after the Closing Date that it is unlawful, for such Lender Participant to make, continue or maintain or fund any Loan Eurodollar Loans/Certificate Holder Amounts as a Eurodollar Loancontemplated by the Operative Documents, (i) such Participant shall promptly give written notice of such circumstances to the Lessee Agent, the obligations of such Lender to make, maintain or fund any Loan as a Eurodollar Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrowers Certificate Holder Agent and the Administrative Agent that the (which notice shall be withdrawn whenever such circumstances causing such suspension no longer exist), and all Eurodollar Loans (ii) the commitment of such Lender or Certificate Holder, as the case may be, hereunder to make, continue or maintain Eurodollar Loans/Certificate Holder Amounts shall automatically convert into forthwith be canceled and, until such time as it shall no longer be unlawful for such Participant to make, continue or maintain Eurodollar Loans/Certificate Holder Amounts, such Participant shall then have a commitment only to make or maintain Base Rate Loans/Certificate Holder Amounts when Eurodollar Loans/Certificate Holder Amounts are requested and (c) such Participant's Loans at and Certificate Holder Amounts then outstanding as Eurodollar Loans/Certificate Holder Amounts, if any, shall be converted automatically to Base Rate Loans/Certificate Holder Amounts on the end respective last days of the then-then current Interest Periods with respect thereto to such Loans and Certificate Holder Amounts or sooner, if within such earlier period as required by such Law or assertionlaw. Upon If any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion of Eurodollar Loans/Certificate Holder Amounts occurs on a day other than which is not the last day of the then-then current Interest Period for with respect thereto, the Lessee Agent shall pay to such affected Participant such amounts, if any, as may be required pursuant to Section 13.10. In any such case, interest and principal (if any) shall be payable contemporaneously with the related Eurodollar Loans, such Lender shall be entitled to make a request for, and /Certificate Holder Amounts of the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses)other Participants so affected. (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a Eurodollar Loans in accordance with this Agreement.

Eurodollar Rate Lending Unlawful. (a) If Notwithstanding any Lender reasonably determines (which determination shallother provision herein, upon notice thereof to if the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction adoption of or any change in any Requirement of Law or in the interpretation of any Law or application thereof occurring after the Closing Date makes shall make it unlawful, or unlawful for any central bank or other Governmental Authority asserts after the Closing Date that it is unlawful, for such Lender Participant to make, continue or maintain Eurodollar Loans or fund any Loan Eurodollar Lessor Contributions as a Eurodollar Loancontemplated by the Operative Agreements, (i) such Participant shall promptly give written notice of such circumstances to the Lessee, the obligations Lessor Agent and the Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (ii) the commitment of such Lender or Lessor, as the case may be, hereunder to make, continue or maintain Eurodollar Loans or fund any Loan Eurodollar Lessor Contributions shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Participant to make, continue or maintain Eurodollar Loans or Eurodollar Lessor Contributions, such Participant shall then have a commitment only to make or maintain ABR Loans or ABR Lessor Contributions when a Eurodollar Loan shall, upon or Eurodollar Lessor Contribution is requested and (c) such determination, forthwith be suspended until such Lender shall notify the Borrowers Participant's Loans and the Administrative Agent that the circumstances causing such suspension no longer exist, and all Lessor Contributions then outstanding as Eurodollar Loans of such Lender or Eurodollar Lessor Contributions, if any, shall be converted automatically convert into Base Rate to ABR Loans at or ABR Lessor Contributions on the end respective last days of the then-then current Interest Periods with respect thereto to such Loans and Lessor Contributions or sooner, if within such earlier period as required by such Law or assertionlaw. Upon If any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion of Eurodollar Loans or Eurodollar Lessor Contributions occurs on a day other than which is not the last day of the then-then current Interest Period for with respect thereto, the Lessee and/or the Agent Lessor shall pay to the Agent Lessor and/or such affected Eurodollar LoansParticipant such amounts, if any, as may be required pursuant to Section 12.7. In any such Lender case, interest and principal (if any) shall be entitled to make a request for, and payable contemporaneously with the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses). (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a related Eurodollar Loans in accordance with this Agreementor Eurodollar Lessor Contributions of the other Participants.

Eurodollar Rate Lending Unlawful. (a) If Notwithstanding any Lender reasonably determines (which determination shallother provision herein, upon notice thereof to if the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction adoption of or any change in any Requirement of Law or in the interpretation of any Law or application thereof occurring after the Closing Documentation Date makes shall make it unlawful, or unlawful for any central bank or other Governmental Authority asserts after the Closing Date that it is unlawful, for such Lender Participant to make, continue or maintain or fund any Loan Eurodollar Loans/Lessor Amounts as a Eurodollar Loancontemplated by the Operative Documents, (i) such Participant shall promptly give written notice of such circumstances to the Lessee, the obligations of such Lender to make, maintain or fund any Loan as a Eurodollar Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrowers Lessor and the Administrative Agent that the (which notice shall be withdrawn whenever such circumstances causing such suspension no longer exist), and all Eurodollar Loans (ii) the commitment of such Lender Participant hereunder to make, continue or maintain Eurodollar Loans/Lessor Amounts shall automatically convert into forthwith be canceled and, until such time as it shall no longer be unlawful for such Participant to make, continue or maintain Eurodollar Loans/Lessor Amounts, such Participant shall then have a commitment only to make or maintain Base Rate Loans/Lessor Amounts when Eurodollar Loans/Lessor Amounts are requested and (iii) such Participant's Loans at and Lessor Amounts then outstanding as Eurodollar Loans/Lessor Amounts, if any, shall be converted automatically to Base Rate Loans/Lessor Amounts on the end respective last days of the then-then current Interest Periods with respect thereto to such Loans and Lessor Amounts or sooner, if within such earlier period as required by such Law or assertionlaw. Upon If any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion of Eurodollar Loans/Lessor Amounts occurs on a day other than which is not the last day of the then-then current Interest Period for with respect thereto, the Lessee shall pay to such affected Participant such amounts, if any, as may be required pursuant to Section 13.10. In any such case, interest and principal (if any) shall be payable contemporaneously with the related Eurodollar Loans, such Lender shall be entitled to make a request for, and /Lessor Amounts of the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses)other Participants so affected. (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a Eurodollar Loans in accordance with this Agreement.

Eurodollar Rate Lending Unlawful. (a) If Notwithstanding any Lender reasonably determines (which determination shallother provision herein, upon notice thereof to if the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction adoption of or any change in any Requirement of Law or in the interpretation of any Law or application thereof occurring after the Closing Documentation Date makes shall make it unlawful, or unlawful for any central bank or other Governmental Authority asserts after the Closing Date that it is unlawful, for such Lender Participant to make, continue or maintain or fund any Loan Eurodollar Loans/Lessor Amounts as a Eurodollar Loancontemplated by the Operative Documents, (i) such Participant shall promptly give written notice of such circumstances to the Representative, the obligations of such Lender to make, maintain or fund any Loan as a Eurodollar Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrowers Lessor Agent and the Administrative Agent that the (which notice shall be withdrawn whenever such circumstances causing such suspension no longer exist), and all Eurodollar Loans (ii) the commitment of such Lender or Lessor, as the case may be, hereunder to make, continue or maintain Eurodollar Loans/Lessor Amounts shall automatically convert into forthwith be canceled and, until such time as it shall no longer be unlawful for such Participant to make, continue or maintain Eurodollar Loans/Lessor Amounts, such Participant shall then have a commitment only to make or maintain Base Rate Loans/Lessor Amounts when a Eurodollar Loans/Lessor Amounts is requested and (c) such Participant's Loans at and Lessor Amounts then outstanding as Eurodollar Loans/Lessor Amounts, if any, shall be converted automatically to Base Rate Loans/Lessor Amounts on the end respective last days of the then-then current Interest Periods with respect thereto to such Loans and Lessor Amounts or sooner, if within such earlier period as required by such Law or assertionlaw. Upon If any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion of Eurodollar Loans/Lessor Amounts occurs on a day other than which is not the last day of the then-then current Interest Period for with respect thereto, the Representative shall pay to such affected Participant such amounts, if any, as may be required pursuant to Section 13.10. In any such case, interest and principal (if any) shall be payable contemporaneously with the related Eurodollar Loans, such Lender shall be entitled to make a request for, and /Lessor Amounts of the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses)other Participants. (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a Eurodollar Loans in accordance with this Agreement.

Eurodollar Rate Lending Unlawful. (a) If Notwithstanding any Lender reasonably determines (which determination shallother provision herein, upon notice thereof to if the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction adoption of or any change in any Applicable Law or in the interpretation of any Law or application thereof occurring after the Closing Date makes shall make it unlawfulunlawful for a Participant to make or maintain Eurodollar Loan(s)/Equity Investment(s) as contemplated by the Operative Documents (i) such Participant shall promptly give written notice of such circumstances to the Lessee and the other Participants (which notice shall be withdrawn whenever such circumstances no longer exist), (ii) the commitment of such Lenders or any central bank or other Governmental Authority asserts after Owner Participant, as the Closing Date that case may be, hereunder to make Eurodollar Loan(s)/Equity Investment(s) shall forthwith be canceled and, until such time as it is unlawful, shall no longer be unlawful for such Lender Participant to makemake or maintain Eurodollar Loan(s)/Equity Investment(s), maintain or fund any Loan as such Participant shall then have a commitment only to make a Base Rate Loan/Equity Investment when a Eurodollar Loan/Equity Investment is requested and (c) such Participant's Loans and Equity Investment then outstanding as Eurodollar Loan(s)/Equity Investment(s), the obligations of such Lender if any, shall be converted automatically to make, maintain or fund any Loan as a Eurodollar Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Borrowers and the Administrative Agent that the circumstances causing such suspension no longer exist, and all Eurodollar Loans of such Lender shall automatically convert into Base Rate Loans at Loan(s)/Equity Investment(s) on the end respective last days of the then-then current Interest Periods with respect thereto to such Loans and Equity Investment or sooner, if within such earlier period as required by such Law or assertionlaw. Upon If any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion of Eurodollar Loan(s)/Equity Investment(s) occurs on a day other than which is not the last day of the then-then current Interest Period for with respect thereto, the Lessee shall pay to such affected Eurodollar LoansParticipant such amounts, if any, as may be required pursuant to Section 8.6. In any such Lender case, interest and principal (if any) shall be entitled to make a request for, and payable contemporaneously with the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses)related Eurodollar Loan(s)/Equity Investment(s) of the other applicable Participants. (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a Eurodollar Loans in accordance with this Agreement.

Eurodollar Rate Lending Unlawful. (a) If Notwithstanding any Lender reasonably determines (which determination shallother provision herein, upon notice thereof to if the Borrowers and the Administrative Agent, be conclusive and binding on the Borrowers absent manifest error) that the introduction adoption of or any change in any Applicable Law or in the interpretation of any Law or application thereof occurring after the Closing Effective Date makes shall make it unlawfulunlawful for a Lender (or a Hannover Liquidity Purchaser) to make or maintain Eurodollar Loans (or, in the case of Hannover Liquidity Purchasers, of purchasing Percentage Interests therein) as contemplated by this Agreement (a) such Lender (or any central bank Hannover Liquidity Purchaser) shall promptly give written notice of such circumstances to the Company and the Administrative Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Lender (or other Governmental Authority asserts after Hannover Liquidity Purchaser), hereunder to make Eurodollar Loans (or, in the Closing Date that case of Hannover Liquidity Purchasers, of purchasing Percentage Interests therein) shall forthwith be canceled and, until such time as it is unlawful, shall no longer be unlawful for such Lender to makemake or maintain Eurodollar Loans, maintain or fund any Loan as a Eurodollar Loan, the obligations of such Lender (or Hannover Liquidity Purchaser) shall then have a commitment only to make, maintain or fund any make a Base Rate Loan as when a Eurodollar Loan shallis requested and (c) such Lender’s Loans then outstanding as Eurodollar Loans, upon such determinationif any, forthwith shall be suspended until such Lender shall notify the Borrowers and the Administrative Agent that the circumstances causing such suspension no longer exist, and all Eurodollar Loans of such Lender shall converted automatically convert into to Base Rate Loans at on the end respective last days of the then-then current Interest Periods with respect thereto to such Loans or sooner, if within such earlier period as required by such Law or assertionlaw. Upon If any such conversion the Borrowers shall pay any accrued interest on the amount so converted and, if such conversion of Eurodollar Loans occurs on a day other than which is not the last day of the then-then current Interest Period for such affected Eurodollar Loanswith respect thereto, the Company shall pay to such Lender (or Hannover Liquidity Purchaser) such amounts, if any, as may be required pursuant to Section 3.05. In any such case, interest and principal (if any) shall be entitled to make a request for, and payable contemporaneously with the Borrowers shall pay, compensation for breakage costs under Section 4.05 (Funding Losses). (b) If such Lender notifies the Borrowers and the Administrative Agent that the circumstances giving rise to the suspension described in Section 4.01(a) no longer apply, the Borrowers may elect (by delivering an Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a related Eurodollar Loans in accordance with this Agreementof the other applicable Lenders.