Common use of Fixed Rate Lending Unlawful Clause in Contracts

Fixed Rate Lending Unlawful. If as the result of any Regulatory Change any Affected Lender shall determine (which determination shall, in the absence of demonstrable error, be conclusive and binding on the Borrower) that it is unlawful for the Affected Lender to make, continue or maintain a Loan as, or to convert a Loan into, one or more Fixed Rate Loans, the obligation of the Affected Lender under Section 4.1 to make, continue or maintain any portion of the principal amount of a Loan as, or to convert such Loan into, one or more Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith terminate, and the Administrative Agent shall, by telephonic notice confirmed in writing to the Borrower and each Lender, declare that such obligation has so terminated, and any portion of the principal amount of a Loan then maintained as one or more Fixed Rate Loans by the Affected Lender shall automatically convert into a Base Rate Loan. If circumstances subsequently change so that the Affected Lender shall determine that it is no longer so affected, the obligation of the Affected Lender under Section 4.1 to make or continue Loans as, or to convert Loans into, Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith be reinstated, and the Administrative Agent shall, by notice to the Borrower and each Lender, declare that such obligation has been so reinstated.

Fixed Rate Lending Unlawful. If as the result of any Regulatory Change any Affected Lender shall determine (which determination shall, in the absence of demonstrable error, be conclusive and binding on the Borrower) that it is unlawful for the Affected Lender to make, continue or maintain a Loan as, or to convert a Loan into, one or more Fixed Rate Loans, the obligation of the Affected Lender under Section 4.1 SECTION 5.1 to make, continue or maintain any portion of the principal amount of a Loan as, or to convert such Loan into, one or more Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith terminate, and the Administrative Agent shall, by telephonic notice confirmed in writing to the Borrower and each Lender, declare that such obligation has so terminated, and any portion of the principal amount of a Loan then maintained as one or more Fixed Rate Loans by the Affected Lender shall automatically convert into a Base Rate Loan. If circumstances subsequently change so that the Affected Lender shall determine that it is no longer so affected, the obligation of the Affected Lender under Section 4.1 SECTION 5.1 to make or continue Loans as, or to convert Loans into, Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith be reinstated, and the Administrative Agent shall, by notice to the Borrower and each Lender, declare that such obligation has been so reinstated.

Fixed Rate Lending Unlawful. If as the result of any Regulatory Change any Affected Lender shall reasonably determine (which determination shall, in upon notice thereof to the absence of demonstrable errorBorrowers and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or that any Governmental Authority has asserted that it is unlawful unlawful, for such Lender to make, maintain or continue any Loan as, or to convert any Loan into, a Fixed Rate Loan, or any Governmental Authority has imposed material restrictions on the Affected authority of such Lender to purchase or sell, or to take deposits of, U.S. Dollars in the applicable interbank market, then: (i) the obligations of such Lender to make, continue or maintain a Loan as, or to convert a Loan into, one or more any such Fixed Rate Loans, the obligation of the Affected Lender under Section 4.1 to make, continue or maintain any portion of the principal amount of a Loan as, or to convert such Loan into, one or more Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to determination, forthwith be suspended until such Lender shall notify the Administrative Agent and that the Borrower), forthwith terminatecircumstances causing such suspension no longer exist, and the Administrative Agent shall, by telephonic notice confirmed in writing to the Borrower and each Lender, declare that such obligation has so terminated, and any portion of the principal amount of a Loan then maintained as one or more all outstanding Fixed Rate Loans by the Affected payable to such Lender shall automatically convert into a Floating Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion and (ii) until such circumstances no longer exist, any Base Rate LoanLoans bearing interest by reference to clause (c) of the definition of “Alternate Base Rate” shall be determined by the Administrative Agent without reference to the Eurocurrency Rate component of Alternate Base Rate. If circumstances subsequently change so that Upon receipt of such notice, (x) the Affected applicable Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall determine during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer so affectedillegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the obligation of Borrowers shall also pay accrued interest on the Affected Lender under Section 4.1 to make amount so prepaid or continue Loans as, or to convert Loans into, Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith be reinstated, and the Administrative Agent shall, by notice to the Borrower and each Lender, declare that such obligation has been so reinstatedconverted.

Fixed Rate Lending Unlawful. If as the result of any Regulatory Change any Affected Lender Bank (the "AFFECTED BANK") shall determine (which determination shall, in the absence of demonstrable manifest error, be conclusive and binding on the Borrower) that it is unlawful for the Affected Lender Bank to make, continue or maintain a Loan as, or to convert a Loan into, one or more Fixed Rate LoansLoans of a certain type, the obligation of the Affected Lender Bank under Section 4.1 to make, continue or maintain any portion of the principal amount of a Loan as, or to convert such Loan into, one or more Fixed Rate Loans of such type shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith terminate, and the Administrative Agent shall, by telephonic notice confirmed in writing to the Borrower and each LenderBank, declare that such obligation has so terminated, and any portion of the principal amount of a Loan then maintained as one or more Fixed Rate Loans of such type by the Affected Lender Bank shall automatically convert into a Base Rate Loan. If circumstances subsequently change so that the Affected Lender Bank shall determine that it is no longer so affected, the obligation of the Affected Lender Bank under Section 4.1 to make or continue Loans as, or to convert Loans into, Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith be reinstated, and the Administrative Agent shall, by notice to the Borrower and each LenderBank, declare that such obligation has been so reinstated.

Fixed Rate Lending Unlawful. If as the result of any Regulatory Change any Affected Lender shall determine (which determination shall, in the absence of demonstrable error, be conclusive and binding on the Borrower) that it is unlawful for the Affected Lender to make, continue or maintain a Loan as, or to convert a Loan into, one or more Fixed Rate Loans, the obligation of the Affected Lender under Section 4.1 5.1 to make, continue or maintain any portion of the principal amount of a Loan as, or to convert such Loan into, one or more Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith terminate, and the Administrative Agent shall, by telephonic notice confirmed in writing to the Borrower and each Lender, declare that such obligation has so terminated, and any portion of the principal amount of a Loan then maintained as one or more Fixed Rate Loans by the Affected Lender shall automatically convert into a Base Rate Loan. If circumstances subsequently change so that the Affected Lender shall determine that it is no longer so affected, the obligation of the Affected Lender under Section 4.1 5.1 to make or continue Loans as, or to convert Loans into, Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith be reinstated, and the Administrative Agent shall, by notice to the Borrower and each Lender, declare that such obligation has been so reinstated.