Common use of Illegality or Impossibility Clause in Contracts

Illegality or Impossibility. Notwithstanding any other provision of this Agreement, if on any date: (a) the introduction of, change in, or change in the interpretation by any central bank or other Governmental Authority of, any Law or regulation applicable to any Lender shall make it unlawful, or any central bank or other governmental authority having jurisdiction thereof shall assert that it is unlawful for any Lender to permit a Credit Loan to be loaned on a Eurodollar Rate Basis in accordance with the provisions hereof, or (b) if any Lender shall reasonably determine that: (i) by reason of circumstances affecting the Eurodollar interbank market, adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate which would otherwise be applicable during any Interest Period, (ii) deposits of Dollars in the relevant amount and for the relevant Interest Period are not available to such Lender in the Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will not accurately reflect the cost to such Lender of maintaining any Credit Loan on a Eurodollar Rate Basis during any Interest Period, then such affected Lender shall promptly give facsimile or other written notice of such determination to the Agent, and the Agent shall promptly give facsimile or other written notice of such determination to each Borrower (which notice shall be conclusive and binding upon the Borrower) and to the other Lenders. Upon such notification by the Agent, the obligation of the affected Lender(s) to lend or maintain any Credit Loan on the applicable Eurodollar Rate Basis shall be suspended until the affected Lender determines that such circumstances no longer exist and the Credit Loans held by the affected Lenders shall thereupon bear interest at the Base Rate. Upon such notification and suspension by the Agent, each relevant Borrower may prepay immediately the affected Credit Loans borrowed by it in full without penalty or premium; provided, however that such Borrower shall pay all of the following: (i) any Funding Losses, (ii) accrued interest on the principal balance being prepaid, calculated through the date of such prepayment and (iii) any additional amounts or fees payable to each of the Lenders pursuant to the terms of this Agreement.

Illegality or Impossibility. (a) Notwithstanding any other provision of this Agreement, if on any date: (aA) the introduction of, change in, or change in the interpretation by any central bank or other Governmental Authority of, any Law or regulation applicable to any Lender shall make it unlawful, or any central bank or other governmental authority having jurisdiction thereof shall assert that it is unlawful for any Lender to permit a Credit Loan to be loaned on a Eurodollar Rate Basis in accordance with the provisions hereof, or (bB) if any Lender shall reasonably determine that: (i) by reason of circumstances affecting the Eurodollar interbank market, adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate which would otherwise be applicable during any Interest Period, (ii) deposits of Dollars in the relevant amount and for the relevant Interest Period are not available to such Lender in the Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will not accurately reflect the cost to such Lender of maintaining any Credit Loan on a Eurodollar Rate Basis during any Interest Period, then such affected Lender shall promptly give facsimile or other written notice of such determination to the Agent, and the Agent shall promptly give facsimile or other written notice of such determination to each the Borrower (which notice shall be conclusive and binding upon the Borrower) and to the other Lenders. Upon such notification by the Agent, the obligation of the affected Lender(s) to lend or maintain any Credit Loan on the applicable Eurodollar Rate Basis shall be suspended until the affected Lender determines that such circumstances no longer exist and the Credit Loans held by the affected Lenders shall thereupon bear interest at the Base Rateexist. Upon such notification and suspension by the Agent, each relevant the Borrower may shall have the option to prepay immediately the affected Credit Loans borrowed by it in full without penalty or premium; provided, however however, that such the Borrower shall pay all of the following: (i) any Funding Losses, (ii) accrued interest on the principal balance being prepaid, calculated through the date of such prepayment and (iii) any additional amounts or fees payable to each of the Lenders pursuant to the terms of this Agreement. If the Borrower shall not exercise its option to prepay immediately then, unless any such Law, regulation or other authority requires otherwise, any existing Credit Loan shall continue to bear interest at the applicable Eurodollar Rate Basis until the succeeding Payment Date, and thereafter, shall bear interest at the sum of (A) the Applicable Margin plus (B) the lower of (x) the Lender's cost of funds and (y) the prime or base rate of interest announced by from time to time by Citibank, N.A. If such Law, regulation, interpretation or other authority requires any existing Credit Loan bearing interest on a Eurodollar Rate Basis to be converted prior to the succeeding Payment Date, the Borrower shall pay to the Agent on demand any required Funding Losses.

Illegality or Impossibility. Notwithstanding any other provision of this Agreement, if on any date: in the event that (a) Lender determines in its reasonable opinion that the introduction of, any change in, or any change in the interpretation by any central bank or other Governmental Authority of, any Law law or regulation applicable to any Lender it shall make it unlawful, or any central bank or other governmental authority having jurisdiction thereof shall assert that it is unlawful for any Lender to permit a Credit Loan fund or maintain or charge interest determined with respect to be loaned on a Eurodollar Rate Basis in accordance with the provisions hereofLIBOR, or (b) if any Lender shall reasonably determine that: (i) determines in good faith that by reason of circumstances affecting the Eurodollar applicable interbank market, adequate and reasonable methods do not exist for ascertaining determining the Eurodollar LIBOR (Adjusted) Rate which that would otherwise be applicable during any Interest Periodto the Restructured Loan, or (iic) Lender determines in good faith that deposits of United States Dollars in the relevant amount and for the relevant applicable Interest Period are not available to such Lender in the London Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will not accurately reflect the cost to such Lender of maintaining any Credit Loan on a Eurodollar Rate Basis during any Interest Period, then such affected Lender shall promptly give facsimile or other written notice of such determination to the Agent, and the Agent shall promptly give facsimile or other written notice of such determination to each Borrower (which notice shall be conclusive and binding upon the Borrower) and to the other Lendersbinding). Upon such notification by the Agentnotification, the obligation (x) no election of the affected Lender(s) to lend or maintain any Credit Loan on the applicable Eurodollar Rate Basis an Interest Period shall be suspended made thereafter until the affected Lender determines that such circumstances illegality or other circumstance no longer exist exists, and (y) if Lender cannot lawfully maintain the Credit Loans held by Restructured Loan on the affected Lenders shall thereupon basis of an interest rate determined with respect to LIBOR, then the Restructured Loan shall, at the option of Lender, instead bear interest at a rate per annum equal to the Base sum of (i) the Prime Rate. Upon such notification and suspension by the Agent, each relevant Borrower as it may prepay immediately the affected Credit Loans borrowed by it in full without penalty or premiumchange from time to time, plus (ii) two percent (2%) per annum; provided, however however, that if any such Borrower introduction or change shall permit the Restructured Loan to continue to bear interest determined with respect to LIBOR until the expiration of the Interest Period then applicable thereto, then the Restructured Loan shall continue to earn interest at the rate determined in accordance with Section 2.3.1 until the end of such Interest Period. In the event the Restructured Loan is converted to a lower rate in accordance with the foregoing terms prior to the last day of the applicable Interest Period, Borrower, in addition to all other amounts payable to Lender with respect thereto, shall pay all of to Lender, within ten (10) days after demand by Lender (which demand shall set forth in reasonable detail the following: (i) basis for requesting such amount or amounts), such amount or amounts as may be necessary to compensate Lender for any Funding Losses, (ii) accrued interest on the principal balance being prepaid, calculated through the date of such prepayment and (iii) any additional amounts or fees payable to each of the Lenders pursuant to the terms of this Agreementloss in connection therewith.

Illegality or Impossibility. Notwithstanding any other provision of this Agreement, if on any date: (a) the introduction of, change in, or change in the interpretation by any central bank or other Governmental Authority of, any Law or regulation applicable to any Lender shall make it unlawful, or any central bank or other governmental authority having jurisdiction thereof shall assert that it is unlawful for any Lender to permit a Credit Loan to be loaned on a Eurodollar Rate Basis in accordance with the provisions hereof, or (b) if any Lender shall reasonably determine that: (i) by reason of circumstances affecting the Eurodollar interbank market, adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate which would otherwise be applicable during any Interest Period, (ii) deposits of Dollars in the relevant amount and for the relevant Interest Period are not available to such Lender in the Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will not accurately reflect the cost to such Lender of maintaining any Credit Loan on a Eurodollar Rate Basis during any Interest Period, then such affected Lender shall promptly give facsimile or other written notice of such determination to the Agent, and the Agent shall promptly give facsimile or other written notice of such determination to each the Borrower (which notice shall be conclusive and binding upon the Borrower) and to the other Lenders. Upon such notification by the Agent, the obligation of the affected Lender(s) to lend or maintain any Credit Loan on the applicable Eurodollar Rate Basis shall be suspended until the affected Lender determines that such circumstances no longer exist and the Credit Loans held by the affected Lenders shall thereupon bear interest at the Base Rate. Upon such notification and suspension by the Agent, each relevant the Borrower may prepay immediately the affected Credit Loans borrowed by it in full without penalty or premium; provided, however that such the Borrower shall pay all of the following: (i) any Funding Losses, (ii) accrued interest on the principal balance being prepaid, calculated through the date of such prepayment and (iii) any additional amounts or fees payable to each of the Lenders pursuant to the terms of this Agreement.

Illegality or Impossibility. (a) Notwithstanding any other provision of this Agreement, if on any date: (aA) the introduction of, change in, or change in the interpretation by any central bank or other Governmental Authority of, any Law or regulation applicable to any Lender shall make it unlawful, or any central bank or other governmental authority having jurisdiction thereof shall assert that it is unlawful for any Lender to permit a Credit Loan to be loaned on a Eurodollar Rate Basis in accordance with the provisions hereof, or (bB) if any Lender shall reasonably determine that: (i) by reason of circumstances affecting the Eurodollar interbank market, adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate which would otherwise be applicable during any Interest Period, (ii) deposits of Dollars in the relevant amount and for the relevant Interest Period are not available to such Lender in the Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will not accurately reflect the cost to such Lender of maintaining any Credit Loan on a Eurodollar Rate Basis during any Interest Period, then such affected Lender shall promptly give facsimile or other written notice of such determination to the Agent, and the Agent shall promptly give facsimile or other written notice of such determination to each the Borrower (which notice shall be conclusive and binding upon the Borrower) and to the other Lenders. Upon such notification by the Agent, the obligation of the affected Lender(s) to lend or maintain any Credit Loan on the applicable Eurodollar Rate Basis shall be suspended until the affected Lender determines that such circumstances no longer exist and the Credit Loans held by the affected Lenders shall thereupon bear interest at the Base Rateexist. Upon such notification and suspension by the Agent, each relevant the Borrower may shall have the option to prepay immediately the affected Credit Loans borrowed by it in full without penalty or premium; provided, however however, that such the Borrower shall pay all of the following: (i) any Funding Losses, (ii) accrued interest on the principal balance being prepaid, calculated through the date of such prepayment and (iii) any additional amounts or fees payable to each of the Lenders pursuant to the terms of this Agreement. If the Borrower shall not exercise its option to prepay immediately then, unless any such Law, regulation or other authority requires otherwise, any existing Credit Loan shall continue to bear interest at the applicable Eurodollar Rate Basis until the succeeding Payment Date, and thereafter, shall bear interest at the sum of (A) the Class A Applicable Margin in the case of the Class A Notes or the Class B Applicable Margin in the case of the Class B Notes, plus (B) the lower of (x) the Lender’s cost of funds and (y) the prime or base rate of interest announced by from time to time by Citibank, N.A. If such Law, regulation, interpretation or other authority requires any existing Credit Loan bearing interest on a Eurodollar Rate Basis to be converted prior to the succeeding Payment Date, the Borrower shall pay to the Agent on demand any required Funding Losses.

Illegality or Impossibility. (a) Notwithstanding any other provision of this Agreement, if on any date: (a) the introduction of, change in, or change in the interpretation by any central bank or other Governmental Authority of, any Law or regulation applicable to any Lender shall make it unlawful, or any central bank or other governmental authority having jurisdiction thereof shall assert that it is unlawful for any Lender to permit a Credit Loan to be loaned on a Eurodollar Rate Basis in accordance with the provisions hereof, or (b) if any Lender shall reasonably determine that: (i) by reason of circumstances affecting the Eurodollar interbank market, adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate which would otherwise be applicable during any Interest Period, (ii) deposits of Dollars in the relevant amount and for the relevant Interest Period are not available to such Lender in the Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will not accurately reflect the cost to such Lender of maintaining any Credit Loan .Loan on a Eurodollar Rate Basis during any Interest Period, then such affected Lender shall promptly give facsimile or other written notice of such determination to the Agent, and the Agent shall promptly give facsimile or other written notice of such determination to each the Borrower (which notice shall be conclusive and binding upon the Borrower) and to the other Lenders. Upon such notification by the Agent, the obligation of the affected Lender(s) to lend or maintain any Credit Loan on the applicable Eurodollar Rate Basis shall be suspended until the affected Lender determines that such circumstances no longer exist and the Credit Loans held by the affected Lenders shall thereupon bear interest at the Base Rateexist. Upon such notification and suspension by the Agent, each relevant the Borrower may shall have the option to prepay immediately the affected Credit Loans borrowed by it in full without penalty or premium; provided, however however, that such the Borrower shall pay all of the following: (i) any Funding Losses, (ii) accrued interest on the principal balance being prepaid, calculated through the date of such prepayment and (iii) any additional amounts or fees payable to each of the Lenders pursuant to the terms of this Agreement. If the Borrower shall not exercise its option to prepay immediately then, unless any such Law, regulation or other authority requires otherwise, any existing Credit Loan shall continue to bear interest at the applicable Eurodollar Rate Basis until the succeeding Payment Date, and thereafter, shall bear interest at the sum of (A) the Applicable Margin plus (B) the lower of (x) the Lender’s cost of funds and (y) the prime or base rate of interest announced by from time to time by Citibank, N.A. If such Law, regulation, interpretation or other authority requires any existing Credit Loan bearing interest on a Eurodollar Rate Basis to be converted prior to the succeeding Payment Date, the Borrower shall pay to the Agent on demand any required Funding Losses.

Illegality or Impossibility. Notwithstanding any other provision of this Agreementletter agreement, if on any date: (a) the introduction of, of or any change in, in or change in the interpretation by or administration of any central bank or other Governmental Authority of, any Law law or regulation applicable to any the Lender shall make it unlawful, or any central bank or other governmental authority having jurisdiction thereof shall assert that it is unlawful unlawful, or otherwise make it impossible, for any the Lender to permit a Credit Loan perform its obligations, then on notice thereof and demand therefore by the Lender to be loaned on a Eurodollar Rate Basis in accordance with the provisions hereofBorrower, or (b) if any Lender shall reasonably determine that: (i) by reason the obligation of circumstances affecting the Eurodollar interbank marketLender to fund Revolving Loans shall terminate and (ii) all Revolving Loans outstanding shall become due and payable on the last day on which such Revolving Loans may legally remain outstanding (but in no event later than the Maturity Date). In addition, in the event, prior to the commencement of any Interest Period relating to any Revolving Loan, the Lender shall determine that (a) adequate and reasonable methods do not exist for ascertaining the Eurodollar LIBOR Rate which that would otherwise determine the rate of interest to be applicable to any Revolving Loan during any Interest Period, Period or (iib) deposits of Dollars in the relevant amount and LIBOR Rate determined or to be determined for the relevant such Interest Period are not available to such Lender in the Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will not accurately adequately and fairly reflect the cost to such the Lender of making or maintaining any Credit such Revolving Loan on a Eurodollar Rate Basis during any Interest Periodsuch period, then such affected the Lender shall promptly forthwith give facsimile or other written notice of such determination to the Agent, and the Agent shall promptly give facsimile or other written notice of such determination to each Borrower (which notice shall be conclusive and binding upon on the Borrower and the Lender) to the Borrower) . In such event, during such Interest Period interest on such Revolving Loan will accrue and be payable at a fluctuating rate per annum which shall at all times be equal to the other Lenders. Upon such notification by the Agent, the obligation sum of the affected Lender(s) to lend or maintain any Credit Loan on the applicable Eurodollar Rate Basis shall be suspended until the affected Lender determines that such circumstances no longer exist and the Credit Loans held by the affected Lenders shall thereupon bear interest at the Base Rate. Upon such notification and suspension by the Agent, each relevant Borrower may prepay immediately the affected Credit Loans borrowed by it in full without penalty or premium; provided, however that such Borrower shall pay all of the following: (i) any Funding Losses, the substitute rate available to the Lender (in the event the LIBOR Rate is not available to the Lender) pursuant to the revolving credit facility under which the Lender is entitled to borrow loans (the "BSC Substitute Rate") PLUS (ii) accrued one percent (1%) per annum, with a change in such rate of interest to become effective on each day when any change in the principal balance being prepaid, calculated through the date of such prepayment and (iii) any additional amounts or fees payable to each of the Lenders pursuant to the terms of this AgreementBSC Substitute Rate is effective.