Common use of Illegality; Impracticability Clause in Contracts

Illegality; Impracticability. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful, or if compliance by any Bank or its applicable lending office, branch or any affiliate thereof with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority occurring after the date hereof (or, if later, the date on which such Bank becomes a Bank pursuant to any permitted assignment) shall make it impracticable, for any Bank, or its applicable lending office, branch or any affiliate thereof, to make or maintain Eurodollar Rate Loans as contemplated by this Agreement, (a) such Bank shall promptly give written notice of such circumstances to the Borrower and the Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Bank hereunder to make Eurodollar Rate Loans, continue Eurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Bank to make or maintain Eurodollar Rate Loans, such Bank shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and (c) such Bank's Loans then outstanding as Eurodollar Rate Loans, if any, shall be converted automatically to Prime Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Bank such amounts, if any, as may be required pursuant to subsection 3.5, Indemnity.

Illegality; Impracticability. Notwithstanding any other provision hereincontained in this Agreement other than Section 2.03(d) (which shall pre-empt this provision to the extent governed by the provisions thereof), if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make if: (a) it is unlawful, or if compliance by any Bank or its applicable lending office, branch or any affiliate thereof with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority occurring after Official Body shall determine that it is unlawful, for the date hereof Agent or any Bank to perform its obligations hereunder to make, renew, or convert Loans hereunder; or (or, if later, the b) on any date on which any rate hereunder would otherwise be set, Agent or Majority Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that (i) adequate and reasonable means do not exist for ascertaining such Bank becomes rate, (ii) a Bank pursuant to any permitted assignment) shall make it impracticable, for any Bankcontingency has occurred which materially and adversely affects the interbank markets, or its (iii) the effective cost to the applicable lending officeBanks of funding a proposed Loan exceeds the rate that would be applicable, branch or any affiliate thereofthen (y) upon notice thereof by the Agent to the Borrower, the obligation of the applicable Banks to make or maintain Eurodollar renew a Loan of a type or currency so affected or to convert any type of Loan or any Loan denominated in an Optional Currency into a Loan of a type or currency so affected shall terminate and the applicable Banks shall thereafter be obligated to make only Base Rate Loans as contemplated by this Agreement, (a) such Bank shall promptly give in Dollars whenever any written notice requests any type of such circumstances Loans or any Loan denominated in an Optional Currency so affected and (z) upon written demand therefor by the Agent to the Borrower, the Borrower and shall (i) forthwith prepay in full all Loans of the Agent type or currency so affected then outstanding, together with interest accrued thereon or (which notice shall be withdrawn whenever ii) request that such circumstances no longer exist)the applicable Banks, upon five (b5) Business Days' notice, convert all Loans of the commitment of such Bank hereunder to make Eurodollar Rate Loans, continue Eurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Bank to make type or maintain Eurodollar Rate Loans, such Bank shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and (c) such Bank's Loans currency so affected then outstanding as Eurodollar Rate Loans, if any, shall be converted automatically to Prime Rate into Loans on the respective last days of the then current Interest Periods with respect to such Loans a type or within such earlier period as required by lawcurrency not so affected. If any such prepayment or conversion of a Eurodollar any Term SOFR Loan, Eurocurrency Rate Loan, BBSW Loan or CDORTerm XXXXX Loan occurs on a any day which is not other than the last day of the then current applicable Interest Period with respect theretofor such Loan, or any such prepayment of a Daily Simple XXXXX Loan occurs other than on a date for the scheduled payment of interest thereon, the Borrower also shall pay to the Agent for the ratable benefit of the applicable Banks such Bank such amounts, if any, additional amounts as may be required pursuant to subsection 3.5, Indemnity.set forth in Section 2.12(c) or (d). 270134563

Illegality; Impracticability. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful, or if compliance by any Bank or its applicable lending office, branch or any affiliate thereof with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority occurring after the date hereof (or, if later, the date on which such Bank becomes a Bank pursuant to any permitted assignment) shall make it impracticable, for any Bank, or its applicable lending office, branch or any affiliate thereof, to make or maintain Eurodollar Rate Loans as contemplated by this Agreement, , (a) such Bank shall promptly give written notice of such circumstances to the Borrower and the Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Bank hereunder to make Eurodollar Rate Loans, continue Eurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Bank to make or maintain Eurodollar Rate Loans, such Bank shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and (c) such Bank's Loans then outstanding as Eurodollar Rate Loans, if any, shall be converted automatically to Prime Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Bank such amounts, if any, as may be required pursuant to subsection 3.5, Indemnity.

Illegality; Impracticability. Notwithstanding any other provision hereincontained in this Agreement other than Section 2.03(d) (which shall pre-empt this provision to the extent governed by the provisions thereof), if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make if: (a) it is unlawful, or if compliance by any Bank or its applicable lending office, branch or any affiliate thereof with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority occurring after Official Body shall determine that it is unlawful, for the date hereof Agent or any Bank to perform its obligations hereunder to make, renew, or convert Loans hereunder; or (or, if later, the b) on any date on which any rate hereunder would otherwise be set, Agent or Majority Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that (i) adequate and reasonable means do not exist for ascertaining such Bank becomes rate, (ii) a Bank pursuant to any permitted assignment) shall make it impracticable, for any Bankcontingency has occurred which materially and adversely affects the interbank markets, or its (iii) the effective cost to the applicable lending officeBanks of funding a proposed Loan exceeds the rate that would be applicable, branch or any affiliate thereofthen (y) upon notice thereof by the Agent to the Borrower, the obligation of the applicable Banks to make or maintain Eurodollar renew a Loan of a type or currency so affected or to convert any type of Loan or any Loan denominated in an Optional Currency into a Loan of a type or currency so affected shall terminate and the applicable Banks shall thereafter be obligated to make only Base Rate Loans as contemplated by this Agreement, (a) such Bank shall promptly give in Dollars whenever any written notice requests any type of such circumstances Loans or any Loan denominated in an Optional Currency so affected and (z) upon written demand therefor by the Agent to the Borrower, the Borrower and shall (i) forthwith prepay in full all Loans of the Agent type or currency so affected then outstanding, together with interest accrued thereon or (which notice shall be withdrawn whenever ii) request that such circumstances no longer exist)the applicable Banks, upon five (b5) Business Days' notice, convert all Loans of the commitment of such Bank hereunder to make Eurodollar Rate Loans, continue Eurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Bank to make type or maintain Eurodollar Rate Loans, such Bank shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and (c) such Bank's Loans currency so affected then outstanding as Eurodollar Rate Loans, if any, shall be converted automatically to Prime Rate into Loans on the respective last days of the then current Interest Periods with respect to such Loans a type or within such earlier period as required by lawcurrency not so affected. If any such prepayment or conversion of a Eurodollar any Term SOFR Loan, Eurocurrency Rate Loan, BBSW Loan or CDOR Loan occurs on a any day which is not other than the last day of the then current applicable Interest Period with respect theretofor such Loan, or any such prepayment of a Daily Simple XXXXX Loan occurs other than on a date for the scheduled payment of interest thereon, the Borrower also shall pay to the Agent for the ratable benefit of the applicable Banks such Bank such amounts, if any, additional amounts as may be required pursuant to subsection 3.5, Indemnityset forth in Section 2.12(c) or (d).

Illegality; Impracticability. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful, or if compliance by any Bank or its applicable lending office, branch or any affiliate thereof with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority occurring after the date hereof (or, if later, the date on which such Bank becomes a Bank pursuant to any permitted assignment) shall make it impracticable, for any Bank, or its applicable lending office, branch or any affiliate thereof, to make or maintain Eurodollar Rate Loans as contemplated by this Agreement, (a) such Bank shall promptly give written notice of such circumstances to the Borrower and the Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Bank hereunder to make Eurodollar Rate Loans, continue Eurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Bank to make or maintain Eurodollar Rate Loans, such Bank shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and (c) such Bank's Loans then outstanding as Eurodollar Rate Loans, if any, shall be converted automatically to Prime Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Bank such amounts, if any, as may be required pursuant to subsection 3.5, Indemnity.