Common use of Illegality of Offering Euro-Rate Clause in Contracts

Illegality of Offering Euro-Rate. If the Bank shall determine in good faith (which determination shall be final and conclusive) that compliance by the Bank with any applicable Governmental Rule (whether or not having the force of law), or the interpretation or application thereof by any Governmental Authority has made it unlawful for the Bank to make or maintain Euro-Rate Loans, the Bank shall give notice of such determination to the Borrower. Notwithstanding any provision of this Agreement to the contrary, unless and until the Bank shall give notice to the Borrower that the circumstances giving rise to such determination no longer apply: (A) with respect to any Euro-Rate Interest Periods thereafter commencing, interest on the corresponding Euro-Rate Loans shall be computed and payable under the Base Rate Option; and (B) on such date, if any, as shall be required by law, any Euro-Rate Loans then outstanding shall be automatically renewed at the Base Rate Option; and the Borrower shall pay to the Bank the accrued and unpaid interest on such Euro-Rate Loans to (but not including) such renewal date. The Borrower shall pay the Bank any additional amounts reasonably necessary to compensate the Bank for any out-of-pocket costs incurred by the Bank as a result of any renewal pursuant to item (B) above on a day other than the last day of the relevant Euro-Rate Interest Period, including, but not limited to, any interest or fees payable by the Bank to lenders of funds obtained by it to loan or maintain the Loans so converted. The Bank shall furnish to the Borrower a certificate showing the calculation of the amount necessary to compensate the Bank for such costs (which certificate, in the absence of manifest error, shall be conclusive), and the Borrower shall pay such amount to the Bank, as additional consideration hereunder, within ten (10) days of the Borrower's receipt of such certificate.

Illegality of Offering Euro-Rate. If the Bank shall determine in -------------------------------- good faith (faith, which determination shall be final and conclusive) , that compliance by the Bank with any applicable Governmental Rule (whether or not having the force of law), or the interpretation or application thereof by any Governmental Authority has made it unlawful for the Bank to make or maintain Euro-Rate Loans, the Bank shall give notice of such determination to the Borrower. Notwithstanding any provision of this Agreement to the contrary, unless and until the Bank shall give notice to the Borrower that the circumstances giving rise to such determination no longer apply: (A) with respect to any Euro-Rate Interest Periods thereafter commencing, interest on the corresponding Euro-Rate Loans shall be computed and payable under the Base Rate Option; and (B) on such date, if any, as shall be required by law, any Euro-Rate Loans then outstanding shall be automatically renewed at the Base Rate Option; and the Borrower shall pay to the Bank the accrued and unpaid interest on such Euro-Rate Loans to (but not including) such renewal date. The Borrower shall pay the Bank any additional amounts reasonably necessary to compensate the Bank Lenders for any out-of-pocket costs incurred by the Bank as a result of any renewal pursuant to item (B) above on a day other than the last day of the relevant Euro-Rate Interest Period, including, but not limited to, any interest or fees payable by the Bank to lenders of funds obtained by it to loan or maintain the Loans so converted. The Bank shall furnish to the Borrower a certificate showing the calculation of the amount necessary to compensate the Bank for such costs (which certificate, in the absence of manifest error, shall be conclusive), and the Borrower shall pay such amount to the Bank, as additional consideration hereunder, within ten (10) days of the Borrower's receipt of such certificate.

Illegality of Offering Euro-Rate. If the Bank Agent shall determine in -------------------------------- good faith (faith, which determination shall be final and conclusive) , that compliance by the Bank Agent or any Lender with any applicable Governmental Rule (whether or not having the force of law), or the interpretation or application thereof by any Governmental Authority has made it unlawful for the Bank such Lender to make or maintain Euro-Rate Loans, the Bank Agent shall give notice of such determination to the BorrowerBorrower and the Lenders. Notwithstanding any provision of this Agreement to the contrary, unless and until the Bank Agent shall give notice to the Borrower that the circumstances giving rise to such determination no longer apply: (A) with respect to any Euro-Rate Interest Periods thereafter commencing, interest on the corresponding Euro-Rate Loans shall be computed and payable under the Base Prime Rate Option; and (B) on such date, if any, as shall be required by law, any Euro-Rate Loans then outstanding shall be automatically renewed at the Base Prime Rate Option; and the Borrower shall pay to the Bank Lenders the accrued and unpaid interest on such Euro-Rate Loans to (but not including) such renewal date. The Borrower shall pay the Bank Lenders any additional amounts reasonably necessary to compensate the Bank Lenders (on an after-tax basis) for any out-of-pocket costs incurred by the Bank Lenders as a result of any renewal pursuant to item (B) above on a day other than the last day of the relevant Euro-Rate Interest Period, including, but not limited to, any interest or fees payable by the Bank Lenders to lenders of funds obtained by it them to loan or maintain the Revolving Credit Loans so converted. The Bank Lenders shall furnish to the Borrower a certificate showing the calculation of the amount necessary to compensate the Bank Lenders (on an after- tax basis) for such costs (which certificate, in the absence of manifest error, shall be conclusive), and the Borrower shall pay such amount to the BankLenders, as additional consideration hereunder, within ten (10) days of the Borrower's receipt of such certificate.

Illegality of Offering Euro-Rate. If the Bank a Lender shall determine in good -------------------------------- faith (which determination shall be final and conclusive) that compliance by the Bank such Lender with any applicable Governmental Rule (whether or not having the force of law), or the interpretation or application thereof by any Governmental Authority has made it unlawful for the Bank such Lender to make or maintain Euro-Rate Loans, the Bank such Lender shall give notice of such determination to the Borrower. Notwithstanding any provision of this Agreement to the contrary, unless and until the Bank such Lender shall give notice to the Borrower that the circumstances giving rise to such determination no longer apply: (A) with respect to any Euro-Rate Interest Periods thereafter commencing, interest on the corresponding Euro-Rate Loans (whichever one or more have been determined by the affected Lender to be unlawful) shall be computed and payable under the Base Rate Option; and (B) on such date, if any, as shall be required by law, any Euro-Rate Loans then outstanding shall be automatically renewed at the Base Rate Option; and the Borrower shall pay to the Bank affected Lender the accrued and unpaid interest on such Euro-Rate Loans to (but not including) such renewal date. The Borrower shall pay the Bank Administrative Agent any additional amounts reasonably necessary to compensate the Bank any Lender (on an after-tax basis) for any out-of-pocket costs incurred by the Bank such Lender as a result of any renewal pursuant to item (B) above on a day other than the last day of the relevant Euro-Rate Interest Period, including, but not limited to, any interest or fees payable by the Bank such Lender to lenders of funds obtained by it them to loan or maintain the Loans so converted. The Bank Such Lender shall furnish to the Borrower a certificate showing the calculation of the amount necessary to compensate the Bank such Lender (on an after- tax basis) for such costs (which certificate, in the absence of manifest error, shall be conclusive), and the Borrower shall pay such amount to the Banksuch Lender, as additional consideration hereunder, within ten (10) days of the Borrower's receipt of such certificate.

Illegality of Offering Euro-Rate. If the Bank Administrative Agent shall determine in good faith (faith, based on a notice from any Lender, which determination shall be final and conclusive) , that compliance by the Bank Administrative Agent or any Lender with any applicable Governmental Rule (whether or not having the force of law), or the interpretation or application thereof by any Governmental Authority has made it unlawful for the Bank such Lender to make or maintain Euro-Rate Loans, the Bank Administrative Agent shall give notice of such determination to the BorrowerBorrower and the Lenders. Notwithstanding any provision of this Agreement to the contrary, unless and until the Bank Administrative Agent shall give notice to the Borrower that the circumstances giving rise to such determination no longer apply: (A) with respect to any Euro-Rate Interest Periods thereafter commencing, interest on the corresponding Euro-Rate Loans shall be computed and payable under the Base Rate Option; and (B) on such date, if any, as shall be required by law, any Euro-Rate Loans then outstanding shall be automatically renewed at the Base Rate Option; and the Borrower shall pay to the Bank Lenders the accrued and unpaid interest on such Euro-Rate Loans to (but not including) such renewal date. The Borrower shall pay the Bank Lenders any additional amounts reasonably necessary to compensate the Bank Lenders (on an after-tax basis) for any out-of-pocket costs incurred by the Bank Lenders as a result of any renewal pursuant to item (B) above on a day other than the last day of the relevant Euro-Rate Interest Period, including, but not limited to, any interest or fees payable by the Bank Lenders to lenders of funds obtained by it them to loan or maintain the Loans so converted. The Bank Lenders shall furnish to the Borrower a certificate in reasonable detail showing the calculation of the amount necessary to compensate the Bank Lenders (on an after-tax basis) for such costs (which certificate, in the absence of manifest error, shall be conclusive), and the Borrower shall pay such amount to the Bank, as additional consideration hereunder, within ten (10) days of the Borrower's receipt of such certificate.be

Illegality of Offering Euro-Rate. If the Bank shall determine in -------------------------------- good faith (faith, which determination shall be final and conclusive) , that compliance by the Bank with any applicable Governmental Rule (whether or not having the force of law), or the interpretation or application thereof by any Governmental Authority has made it unlawful for the Bank to make or maintain Euro-Rate Loans, the Bank shall give notice of such determination to the Borrower. Notwithstanding any provision of this Agreement to the contrary, unless and until the Bank shall give notice to the Borrower that the circumstances giving rise to such determination no longer apply: (A) with respect to any Euro-Rate Interest Periods thereafter commencing, interest on the corresponding Euro-Rate Loans shall be computed and payable under the Base Rate Option; and (B) on such date, if any, as shall be required by law, any Euro-Rate Loans then outstanding shall be automatically renewed at the Base Rate Option; and the Borrower shall pay to the Bank the accrued and unpaid interest on such Euro-Rate Loans to (but not including) such renewal date. The Borrower shall pay the Bank any additional amounts reasonably necessary to compensate the Bank (on an after-tax basis) for any out-of-pocket costs incurred by the Bank as a result of any renewal pursuant to item (B) above on a day other than the last day of the relevant Euro-Rate Interest Period, including, but not limited to, any interest or fees payable by the Bank to lenders of funds obtained by it them to loan or maintain the Revolving Credit Loans so converted. The Bank shall furnish to the Borrower a certificate showing the calculation of the amount necessary to compensate the Bank (on an after-tax basis) for such costs (which certificate, in the absence of manifest error, shall be conclusive), and the Borrower shall pay such amount to the Bank, as additional consideration hereunder, within ten (10) days of the Borrower's receipt of such certificate.

Illegality of Offering Euro-Rate. If the Bank shall determine in good faith (faith, which determination shall be final and conclusive) , that compliance by the Bank with any applicable Governmental Rule (whether or not having the force of law), or the interpretation or application thereof by any Governmental Authority has made it unlawful for the Bank to make or maintain Euro-Rate Loans, the Bank shall give notice of such determination to the Borrower. Notwithstanding any provision of this Agreement to the contrary, unless and until the Bank shall give notice to the Borrower that the circumstances giving rise to such determination no longer apply: (A) with respect to any Euro-Rate Interest Periods thereafter commencing, interest on the corresponding Euro-Rate Loans shall be computed and payable under the Base Rate Option; and (B) on such date, if any, as shall be required by law, any Euro-Rate Loans then outstanding shall be automatically renewed at the Base Rate Option; and the Borrower shall pay to the Bank the accrued and unpaid interest on such Euro-Rate Loans to (but not including) such renewal date. The Borrower shall pay the Bank any additional amounts reasonably necessary to compensate the Bank for any out-of-pocket costs incurred by the Bank as a result of any renewal pursuant to item (B) above on a day other than the last day of the relevant Euro-Rate Interest Period, including, but not limited to, any interest or fees payable by the Bank to lenders of funds obtained by it to loan or maintain the Loans so converted. The Bank shall furnish to the Borrower a certificate showing the calculation of the amount necessary to compensate the Bank for such costs (which certificate, in the absence of manifest error, shall be conclusive), and the Borrower shall pay such amount to the Bank, as additional consideration hereunder, within ten (10) days of the Borrower's ’s receipt of such certificate.