Common use of Illegality or Impracticability of Loans Clause in Contracts

Illegality or Impracticability of Loans. If on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its 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), or (ii) Administrative Agent is advised in writing 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 their Loans has become impracticable, as a result of contingencies occurring after the Closing Date which materially and adversely affect the relevant interbank market or the position of the Lenders in that interbank market, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) shall be an “Affected Lender” and such Affected Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (A) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make additional Loans shall be suspended until such time as such circumstances cease to exist (at which time such notice shall be withdrawn by each Affected Lender); (B) to the extent such determination by the Affected Lender relates to a Loan then being requested by the Borrower pursuant to a Funding Notice, such Funding Notice shall be deemed to be rescinded by the Borrower (or, at the election of the Borrower, be deemed to be a request that such Loan be made bearing interest based on the applicable Base Rate); (C) the Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Loans that bear interest based on the applicable interest rate (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 Loans that bear interest at the applicable Base Rate plus the amounts determined under Section 2.5 per annum on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Loan then being requested by the Borrower pursuant to a Funding Notice, the Borrower shall have the option, subject to the provisions of Section 2.13(c), to rescind such Funding Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender).

Illegality or Impracticability of Loans. If 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 heretohereto but shall be made only after consultation with Borrower and Administrative Agent) that the making, maintaining, converting to maintaining or continuation of its 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 in writing 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 their Loans 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 relevant interbank Eurodollar market or the position of the Lenders such Lender in that interbank market, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) Lender shall be an “"Affected Lender” " and such Affected Lender it shall on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from Thereafter (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (Aa) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) Affected Lender to make additional Loans shall be suspended until such time as such circumstances cease notice shall be withdrawn by the Affected Lender, (b) the Affected Lender's obligation to exist maintain its outstanding Loans (at which time the "Affected Loans") shall be suspended until such notice shall be withdrawn by each the Affected Lender); , and (B) to the extent such determination by the Affected Lender relates to a Loan then being requested by the Borrower pursuant to a Funding Notice, such Funding Notice shall be deemed to be rescinded by the Borrower (or, at the election of the Borrower, be deemed to be a request that such Loan be made bearing interest based on the applicable Base Rate); (Cc) the Lenders’ (or parties shall follow the procedures set forth in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Loans that bear interest based on the applicable interest rate (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect Section 2.6G with respect to the Affected Loans or when required by lawso long as, and (D) if following such procedures the Affected Loans shall automatically convert into Loans that bear interest at the applicable Base Rate plus the amounts determined under Section 2.5 per annum on the date maintaining of such terminationLoans is not unlawful. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Loan borrowing then being requested by Borrower subject to the Borrower pursuant to a Funding Noticeprovisions of subsection 2.6D, the Borrower shall have the option, subject to the provisions of Section 2.13(c)subsection 2.6D, to rescind such Funding Notice borrowing as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). 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 in accordance with the terms of this Agreement.

Illegality or Impracticability of Loans. If 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 heretohereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining, converting to maintaining or continuation of its 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 in writing 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 their Loans has become impracticable, as a result of contingencies occurring after the Closing Date date hereof which materially and adversely affect the relevant London interbank market or the position of the Lenders such Lender in that interbank market, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) Lender shall be an “Affected Lender” "AFFECTED LENDER" and such Affected Lender it shall on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Borrower Company and the Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from Thereafter (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (A1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) Affected Lender to make additional or continue Loans shall be suspended until such time as such circumstances cease to exist (at which time such notice shall be withdrawn by each the Affected Lender); , (B2) to the extent such determination by the Affected Lender relates to a Loan then being requested by the Borrower pursuant to a Funding Notice, such Funding Notice shall be deemed to be rescinded by the Borrower (or, at the election of the Borrower, be deemed to be a request that such Loan be made bearing interest based on the applicable Base Rate); (C) the Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations 's obligation to maintain their respective its outstanding Loans that bear interest based on the applicable interest rate (the “Affected Loans”"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, law and (D) the Affected Loans interest shall automatically convert into Loans that bear interest accrue at the applicable Base Rate plus the amounts a rate and be payable at a time determined under Section 2.5 per annum on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Loan then being requested by the Borrower pursuant to a Funding Notice, the Borrower shall have the option, subject to the provisions of Section 2.13(c), to rescind such Funding Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice determination shall be final and conclusive and binding on all parties hereto) to be as nearly as practicable the lawful equivalent of rescission the Administrative Agent shall promptly transmit to each other Lender)rate and time at which interest would otherwise have accrued and been payable.

Illegality or Impracticability of Loans. If In the event that on any date (i) any Lender shall have reasonably determined in good faith (which determination shall be final and conclusive absent demonstrable error, but shall be made and become binding upon all parties heretohereto only after consultation with the Administrative Agent) that the making, maintaining, converting to making or continuation maintaining of its Loans has become unlawful after the date hereof 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 the Required Lenders or any Lender shall have reasonably determined in writing by the Requisite Lenders good faith (which determination shall be final and conclusive absent demonstrable error, but shall be made and become binding upon all parties heretohereto only after consultation with the Agent) that the making, maintaining, converting to making or continuation maintaining of their Loans has become impracticable, as a result of contingencies occurring after the Closing Date date hereof which materially and adversely affect the relevant interbank market position of such Lender or the position of the Required 37 4885-4330-5790v.25 Lenders in that interbank the related market, then, and in any such event, such Lenders (or in the case of the preceding with respect to clause (i), such Lender) Lender shall be an “Affected Lender” and and, with respect to clause (ii), such Lenders shall be “Affected Lenders”. Such Affected Lender, with respect to clause (i), or any Lender or the Required Lenders, with respect to clause (ii), shall on that day give written notice (by e-mail or by telephone confirmed in writing) to the Borrower Representative and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting Requisite Lenders pursuant to clause (ii) of the preceding sentenceThereafter, then (A) the obligation of the Affected Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make additional Loans shall be suspended until such time as such circumstances cease to exist (at which time such notice shall be withdrawn by each Affected Lender); (B) to the extent such determination by the Affected Lender relates at such time as the circumstances giving rise to a Loan then being requested by the Borrower pursuant to a Funding Notice, such Funding Notice shall be deemed to be rescinded by the Borrower (or, at the election of the Borrower, be deemed to be a request that such Loan be made bearing interest based on the applicable Base Rate); (C) the Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Loans that bear interest based on the applicable interest rate (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 Loans that bear interest at the applicable Base Rate plus the amounts determined under Section 2.5 per annum on the date of such terminationno longer exist. Notwithstanding the foregoing, to the extent a determination by an Affected Lender, any Lender or the Required Lenders, as applicable, as described above relates to a Loan then being requested by the Borrower pursuant to a Funding Notice, the Borrower shall have the option, subject to the provisions of Section 2.13(c), option to rescind such Funding Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives or such Lender or the Required Lenders give, as applicable, notice of its or their, as applicable, determination as described above above. Except as provided in the immediately preceding sentence, nothing in this Section 2.9 shall affect the obligation of any Lender (which notice if there is more than one Lender hereunder at such time) other than an Affected Lender to make Loans in accordance with the terms hereof. Nothing in this Section 2.9 shall affect the obligation of rescission any Lender (if there is more than one Lender hereunder at such time) other than an Affected Lender to make Loans in accordance with the Administrative Agent shall promptly transmit to each other Lender)terms hereof.

Illegality or Impracticability of Loans. If 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 heretohereto but shall be made only after consultation with Borrower and Agent) that the making, maintaining, converting to maintaining or continuation of its 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 in writing 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 their Loans 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 relevant interbank Eurodollar market or the position of the Lenders such Lender in that interbank market, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) Lender shall be an “"Affected Lender” " and such Affected Lender it shall on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from Thereafter (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (Aa) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) Affected Lender to make additional Loans shall be suspended until such time as such circumstances cease notice shall be withdrawn by the Affected Lender, (b) the Affected Lender's obligation to exist maintain its outstanding Loans (at which time the "Affected Loans") shall be suspended until such notice shall be withdrawn by each the Affected Lender); , and (B) to the extent such determination by the Affected Lender relates to a Loan then being requested by the Borrower pursuant to a Funding Notice, such Funding Notice shall be deemed to be rescinded by the Borrower (or, at the election of the Borrower, be deemed to be a request that such Loan be made bearing interest based on the applicable Base Rate); (Cc) the Lenders’ (or parties shall follow the procedures set forth in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Loans that bear interest based on the applicable interest rate (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect Section 2.6G with respect to the Affected Loans or when required by lawso long as, and (D) if following such procedures the Affected Loans shall automatically convert into Loans that bear interest at the applicable Base Rate plus the amounts determined under Section 2.5 per annum on the date maintaining of such terminationLoans is not unlawful. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Loan borrowing then being requested by Borrower subject to the Borrower pursuant to a Funding Noticeprovisions of subsection 2.6D, the Borrower shall have the option, subject to the provisions of Section 2.13(c)subsection 2.6D, to rescind such Funding Notice borrowing as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). 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 in accordance with the terms of this Agreement.

Illegality or Impracticability of Loans. If 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 heretohereto but shall be made only after consultation with the Borrower and the Administrative Agent) that the making, maintaining, converting to maintaining or continuation of its 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 in writing 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 their Loans has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the Closing Date which date of this Agreement that materially and adversely affect the relevant interbank Eurodollar market or the position of the Lenders such Lender in that interbank market, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) Lender shall be an “Affected Lender” "AFFECTED LENDER" and such Affected Lender it shall on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from Thereafter, (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (Aa) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) Affected Lender to make additional Loans shall be suspended until such time as such circumstances cease notice shall be withdrawn by the Affected Lender, (b) the Affected Lender's obligation to exist maintain its outstanding Loans (at which time the "AFFECTED LOANS") shall be suspended until such notice shall be withdrawn by each the Affected Lender); , and (B) to the extent such determination by the Affected Lender relates to a Loan then being requested by the Borrower pursuant to a Funding Notice, such Funding Notice shall be deemed to be rescinded by the Borrower (or, at the election of the Borrower, be deemed to be a request that such Loan be made bearing interest based on the applicable Base Rate); (Cc) the Lenders’ (or parties shall follow the procedures set forth in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Loans that bear interest based on the applicable interest rate (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect Section 2.6G with respect to the Affected Loans or when required by lawso long as, and (D) if following such procedures, the Affected Loans shall automatically convert into Loans that bear interest at the applicable Base Rate plus the amounts determined under Section 2.5 per annum on the date maintaining of such terminationLoans is lawful. Notwithstanding the foregoing, to the extent that a determination by an Affected Lender as described above relates to a Loan borrowing then being requested by the Borrower pursuant subject to a Funding Noticethe provisions of subsection 2.6D, the Borrower shall have the option, subject to the provisions of Section 2.13(c)subsection 2.6D, to rescind such Funding Notice borrowing as to all Lenders by giving written or telephonic notice (promptly by telefacsimile or by telephone confirmed by delivery of written notice thereofin writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). 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 in accordance with the terms of this Agreement.

Illegality or Impracticability of Loans. If 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 heretohereto but shall be made only after consultation with the Borrower and the Administrative Agent) that the making, maintaining, converting to maintaining or continuation of its 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 in writing 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 their Loans has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the Closing Date which date of this Agreement that materially and adversely affect the relevant interbank Eurodollar market or the position of the Lenders such Lender in that interbank market, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) Lender shall be an “Affected Lender” "AFFECTED LENDER" and such Affected Lender it shall on that day give notice (by e-mail telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from Thereafter, (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (Aa) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) Affected Lender to make additional Loans shall be suspended until such time as such circumstances cease notice shall be withdrawn by the Affected Lender, (b) the Affected Lender's obligation to exist maintain its outstanding Loans (at which time the "AFFECTED LOANS") shall be suspended until such notice shall be withdrawn by each the Affected Lender); , and (B) to the extent such determination by the Affected Lender relates to a Loan then being requested by the Borrower pursuant to a Funding Notice, such Funding Notice shall be deemed to be rescinded by the Borrower (or, at the election of the Borrower, be deemed to be a request that such Loan be made bearing interest based on the applicable Base Rate); (Cc) the Lenders’ (or parties shall follow the procedures set forth in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Loans that bear interest based on the applicable interest rate (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect subsection 2.6G with respect to the Affected Loans or when required by lawso long as, and (D) if following such procedures, the Affected Loans shall automatically convert into Loans that bear interest at the applicable Base Rate plus the amounts determined under Section 2.5 per annum on the date maintaining of such terminationLoans is lawful. Notwithstanding Nothing in this subsection 2.6C shall affect the foregoing, to the extent a determination by obligation of any Lender other than an Affected Lender as described above relates to a Loan then being requested by make or maintain Loans in accordance with the Borrower pursuant to a Funding Notice, the Borrower shall have the option, subject to the provisions terms of Section 2.13(c), to rescind such Funding Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender)this Agreement.