Common use of Illegality of LIBOR Loans Clause in Contracts

Illegality of LIBOR Loans. In the event that on any date any Lender shall have determined (which determination shall be conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its LIBOR Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful) such Lender shall be an “Affected Lender” and it shall within five Business Days give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination. Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Thereafter (a) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (b) to the extent such determination by the Affected Lender relates to a LIBOR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender’s obligation to maintain its outstanding LIBOR Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (d) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above, and Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Loans in accordance with the terms of this Agreement.

Illegality of LIBOR Loans. In the event that on Notwithstanding any date other provision of this Agreement, if any Lender shall have determined (which determination shall be conclusive notify the Borrower and binding upon all parties hereto but shall be made only after consultation with Company and the Administrative Agent) Agent that the makingany Change in Law makes it unlawful, maintaining or continuation any Governmental Authority, central bank or comparable agency asserts that it is unlawful, for such Lender to perform its obligations to make or maintain its Loans hereunder as LIBOR Loans, or to convert any Loans of its any Type into LIBOR Loans has become unlawful as a result or issue Letters of compliance by Credit (subject to Section 2.20) (such Lender in good faith with any lawLender, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful) such Lender shall be an “Affected Lender” and it shall within five Business Days give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of ”), then such determination. Administrative Agent Affected Lender shall promptly notify each other Lender of the receipt of such notice. Thereafter (a) Administrative Agent and the Borrower in writing, and the obligation of the such Affected Lender to make such Loans asand/or to issue Letters of Credit, or to convert Loans to, LIBOR Loans shall be suspended until such notice shall be withdrawn by the Affected Lenderas applicable, (b) to the extent each such determination by the Affected Lender relates to a LIBOR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender’s obligation to maintain its outstanding LIBOR Loans (the an “Affected LoansLoan”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the and such Affected Loans or when required by law, and (d) the Affected Lender’s LIBOR Loans shall automatically convert into Base Rate be converted to ABR Loans either on the date last day of the then current Interest Period, if such Affected Lender may lawfully continue to maintain such Loans to such day, or immediately, if such Affected Lender may not lawfully continue to maintain such Loans to such day and, unless and until such Affected Lender gives notice to the Borrower that the circumstances specified in this clause (b) that gave rise to such conversion no longer exist, (i) to the extent that such Affected Lender’s LIBOR Loans have been so converted, all payments and prepayments of principal which would otherwise be applied to such Affected Lender’s LIBOR Loans shall be applied instead to its ABR Loans and (ii) all Loans which would otherwise be made or continued by such Affected Lender as LIBOR Loans shall be made or continued instead as ABR Loans and all ABR Loans of such terminationAffected Lender which would otherwise be converted into LIBOR Loans shall remain as ABR Loans. Notwithstanding If such Affected Lender gives notice to the foregoingBorrower with a copy to the Administrative Agent that the circumstances that gave rise to the conversion of such Lender’s LIBOR Loans pursuant to this Section 2.17(b) no longer exist (which each Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBOR Loans are outstanding, such Lender’s ABR Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Loans, to the extent a determination necessary so that, after giving effect thereto, all Loans held by an Affected the Lenders holding LIBOR Loans and by such Lender as described above relates to a LIBOR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of Conversion/Continuation are held pro rata (as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writingprincipal amounts, Types and Interest Periods) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above, and Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Loans in accordance with the terms of this Agreementtheir respective Commitments, and such Lender shall cease to be an Affected Lender.

Illegality of LIBOR Loans. In the event that on any date any Lender shall have determined (which determination shall be conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its LIBOR Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful) such Lender shall be an “Affected Lender” and it shall within five Business Days give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination. Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Thereafter (a) the obligation of the Affected Lender to make Loans as, or to convert Loans to, LIBOR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (b) to the extent such determination by the Affected Lender relates to a LIBOR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender’s obligation to maintain its outstanding LIBOR Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (d) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a LIBOR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of subsection 2.6D2.7D, to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above, and Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this subsection 2.6C 2.7C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, LIBOR Loans in accordance with the terms of this Agreement.