Common use of Illegality or Impracticability of Eurodollar Rate Loans Clause in Contracts

Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) 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), or (ii) has become impracticable, as a result of contingencies occurring after the Closing Date which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which the Administrative Agent shall promptly transmit such notice to each other Lender). Thereafter (1)

Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower Company and the Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) 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), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the Closing Date date of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that Eurodollar market, then, and in any such event, such Lender shall be an “Affected Lender” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to the Borrower Borrowers and the Administrative Agent of such determination (which the notice Administrative Agent shall promptly transmit such notice to each other Lender). Thereafter (1)a) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate 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

Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent) that the making, maintaining maintaining, converting to or continuation of its Eurodollar Rate Loans (i) 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), or (ii) Administrative Agent is advised by the Requisite Lenders (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its Eurodollar Rate Loans has become impracticable, as a result of contingencies occurring after the Closing Date date hereof which materially and adversely affect the London interbank market or the position of such Lender the Lenders in that market, then, and in any such event, such Lender Lenders (or in the case of the preceding clause (i), such Lender) shall be an “Affected Lender” and it such Affected Lender shall on that day give notice (by facsimile e-mail or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which the Administrative Agent shall promptly transmit such notice to each other Lender). Thereafter (1)in

Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any the Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agenthereto) that the making, making or maintaining or continuation of its the Term Loan bearing interest with reference to the Eurodollar Rate Loans (a “Eurodollar Rate Loan”) (i) has become unlawful as a result of compliance by such the 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), or (ii) has become impracticable, as a result of contingencies occurring after the Closing Effective Date which materially and adversely affect the London interbank market or the position of such the Lender in that market, then, and in any such event, such the Lender shall be an “Affected Lender” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which the Administrative Agent shall promptly transmit determination. Thereafter, while any such notice to each other Lender). Thereafter circumstances exist, (1)) the Lender’s obligation to maintain the Term Loan as a Eurodollar Rate Loan shall be suspended at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Term Loan or when required by law and (2) the Term Loan shall bear interest at the Base Rate.

Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower Company and the Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) 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), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the Closing Date date of this Agreement which materially and adversely affect the London interbank Eurodollar market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” "AFFECTED LENDER" and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which the Administrative Agent shall promptly transmit such notice to each other Lender). Thereafter (1)Company

Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower Company and the Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) 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), ) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the Closing Date date of this Agreement which materially and adversely affect the London interbank market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “"Affected Lender” " and it shall on that day give notice (by facsimile telefacsimile or by telephone confirmed in writing) to the Borrower Company and the Administrative Agent of such determination (which the notice Administrative Agent shall promptly transmit such notice to each other Lender). Thereafter (1)a) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender,