Common use of Eurodollar Rate Loans Unlawful Clause in Contracts

Eurodollar Rate Loans Unlawful. If any Bank shall have determined (which determination, absent manifest error, shall be final and conclusive) that the continuation of any interest rate based on the Eurodollar Rate has become unlawful (or impracticable by compliance by such Bank in good faith with any Directive) with respect to a Commitment of such Bank, then, and in any such event, effective upon notice by such Bank to Agent and Borrower and until such notice is rescinded, no Eurodollar Rate Loans shall be available under such Commitment with respect to future Loans made by such Bank and any such existing Eurodollar Rate Loan shall from and after such notice be immediately converted into a Base Rate Loan for the balance of the applicable Interest Period, and Borrower shall pay to such Bank, upon demand, all amounts necessary to compensate such Bank in making such change in interest rates, including any interest (without duplication) or fees payable by such Bank on funds obtained by it in order to make or maintain such Loan, and a certificate of such Bank as to such interest, fees and other amounts shall be conclusive absent manifest error; provided, however, that (i) to the extent it may lawfully do so without incurring any penalty or increased costs, such Bank shall continue any such existing Eurodollar Rate Loan until the Maturity Date of the relevant Interest Period, and (ii) before such termination, such Bank shall use reasonable efforts (consistent with internal policies and applicable Directives) to designate a different Applicable Lending Office if the making of such designation would avoid such illegality and would not, in the sole judgment of such Bank, be otherwise to its disadvantage in any material respect.

Eurodollar Rate Loans Unlawful. If any Bank shall have determined (which determination, absent manifest error, shall be final and conclusive) that the continuation of any interest rate based on the Eurodollar Rate has become unlawful (or impracticable by compliance by such Bank in good faith with any Directive) with respect to a Commitment of such Bank, then, and in any such event, effective upon notice by such Bank to Agent and Borrower and until such notice is rescinded, no Eurodollar Rate Loans shall be available under such Commitment with respect to future Loans made by such Bank and any such existing Eurodollar Rate Loan shall from and after such notice be immediately converted into a Base Rate Loan for the balance of the applicable Interest Period, and Borrower shall pay to such Bank, upon demand, all amounts necessary to compensate such Bank in making such change in interest rates, including any interest (without duplication) or fees payable by such Bank on funds obtained by it in order to make or maintain such Loan, and a certificate of such Bank as to such interest, fees and other amounts shall to be conclusive absent manifest error; provided, however, that (i) to the extent it may lawfully do so without incurring any penalty or increased costs, such Bank shall continue any such existing Eurodollar Rate Loan until the Maturity Date of the relevant Interest Period, and (ii) before such termination, such Bank shall use reasonable efforts (consistent with internal policies and applicable Directives) to designate a different Applicable Lending Office if the making of such designation would avoid such illegality and would not, in the sole judgment of such Bank, be otherwise to its disadvantage in any material respect.