Common use of Unavailability and Impracticability Clause in Contracts

Unavailability and Impracticability. If, after the date hereof, a Bank shall have determined in good faith that the making or maintenance of all or any part of such Bank’s Eurodollar Loans has been made (i) unlawful because of compliance by such Bank with any law or guideline or interpretation or administration thereof by any official body charged with the interpretation or administration thereof, in each case issued after the date hereof, or with any request or directive made after the date hereof of such body (whether or not having the effect of law) or (ii) impracticable because deposits in Dollars in the amounts and requested maturities of such Loans are not available to the Bank in the applicable interbank market or that the rate applicable to such Loans will not adequately reflect the cost to such Bank of making, funding or maintaining such Loans for the applicable Interest Period, then the Administrative Agent, upon receipt of written notice of such determination by such Bank, shall forthwith advise the other Banks and the Borrower thereof. After the date specified in such notice and until such time as the Administrative Agent, upon receipt of written notice to it by such Bank, shall notify the Borrower and the other Banks that the circumstances specified by it in such notice no longer apply, then notwithstanding any other provision of this Agreement: (i) the Eurodollar Loans of such Bank shall automatically be converted to ABR Loans, without any requirement of compliance by the Borrower with Section 3.05, 4.03 or 4.04, on (x) the last day of the outstanding Interest Period or Periods applicable thereto, unless awaiting such date is unlawful or (y) if awaiting such date is unlawful, immediately upon the receipt by the Borrower of such notice; and (ii) the obligation of such Bank to make, convert ABR Loans into, or continue for an additional Interest Period, Eurodollar Loans shall be suspended, and, if the Borrower shall request in a Loan Request or Conversion Request that such Bank make a Eurodollar Loan, the Loan requested to be made by such Bank shall instead be made as an ABR Loan. Such Bank shall promptly notify the Administrative Agent, which thereupon shall promptly notify the Borrower, when such specified circumstances no longer apply.

Unavailability and Impracticability. If, after the date hereof, a Bank shall have determined in good faith that the making or maintenance of all or any part of such Bank’s Eurodollar Loans has been made (i) unlawful because of compliance by such Bank with any law or guideline or interpretation or administration thereof by any official body charged with the interpretation or administration thereof, in each case issued after the date hereof, or with any request or directive made after the date hereof of such body (whether or not having the effect of law) or (ii) impracticable because deposits in Dollars in the amounts and requested maturities of such Loans are not available to the Bank in the applicable interbank market or that the rate applicable to such Loans will not adequately reflect the cost to such Bank of making, funding or maintaining such Loans for the applicable Interest Period, then the Administrative Agent, upon receipt of written notice of such determination by such Bank, shall forthwith advise the other Banks and the Borrower API thereof. After the date specified in such notice and until such time as the Administrative Agent, upon receipt of written notice to it by such Bank, shall notify the Borrower API and the other Banks that the circumstances specified by it in such notice no longer apply, then notwithstanding any other provision of this Agreement: (i) the Eurodollar Loans of such Bank shall automatically be converted to ABR Loans, without any requirement of compliance by the Borrower Borrowers with Section 3.05, 4.03 or 4.04, on (x) the last day of the outstanding Interest Period or Periods applicable thereto, unless awaiting such date is unlawful or (y) if awaiting such date is unlawful, immediately upon the receipt by the applicable Borrower of such notice; and (ii) the obligation of such Bank to make, convert ABR Loans into, or continue for an additional Interest Period, Eurodollar Loans shall be suspended, and, if the Borrower shall request in a Loan Request or Conversion Request that such Bank make a Eurodollar Loan, the Loan requested to be made by such Bank shall instead be made as an ABR Loan. Such Bank shall promptly notify the Administrative Agent, which thereupon shall promptly notify the BorrowerAPI, when such specified circumstances no longer apply.

Unavailability and Impracticability. If, after the date hereof, a Bank shall have determined in good faith that the making or maintenance of all or any part of such Bank’s Eurodollar Loans has been made (i) unlawful because of compliance by such Bank with any law or guideline or interpretation or administration thereof by any official body charged with the interpretation or administration thereof, in each case issued after the date hereof, or with any request or directive made after the date hereof of such body (whether or not having the effect of law) or (ii) impracticable because deposits in Dollars in the amounts and requested maturities of such Loans are not available to the Bank in the applicable interbank market or that the rate applicable to such Loans will not adequately reflect the cost to such Bank of making, funding or maintaining such Loans for the applicable Interest Periodmarket, then the Administrative Agent, upon receipt of written notice of such determination by such Bank, shall forthwith advise the other Banks and the Borrower API thereof. After the date specified in such notice and until such time as the Administrative Agent, upon receipt of written notice to it by such Bank, shall notify the Borrower API and the other Banks that the circumstances specified by it in such notice no longer apply, then notwithstanding any other provision of this Agreement: (i) the Eurodollar Loans of such Bank shall automatically be converted to ABR Loans, without any requirement of compliance by the Borrower Borrowers with Section 3.05, 4.03 or 4.04, on (x) the last day of the outstanding Interest Period or Periods applicable thereto, 31 unless awaiting such date is unlawful or (y) if awaiting such date is unlawful, immediately upon the receipt by the applicable Borrower of such notice; and; (ii) the obligation of such Bank to make, convert ABR Loans into, or continue for an additional Interest Period, Revolving Eurodollar Loans shall be suspended, and, if the Borrower shall request in a Revolving Credit Loan Request or Conversion Request that such Bank make a Revolving Eurodollar Loan, the Loan requested to be made by such Bank shall instead be made as an ABR Loan; and (iii) such Bank shall not submit any Competitive Advance Bid with respect to Competitive Eurodollar Loans. Such Bank shall promptly notify the Administrative Agent, which thereupon shall promptly notify the BorrowerAPI, when such specified circumstances no longer apply.

Unavailability and Impracticability. If, after the date hereof, a Bank shall have determined in good faith that the making or maintenance of all or any part of such Bank’s 's Eurodollar Loans has been made (i) unlawful because of compliance by such Bank with any law or guideline or interpretation or administration thereof by any official body charged with the interpretation or administration thereof, in each case issued after the date hereof, or with any request or directive made after the date hereof of such body (whether or not having the effect of law) or (ii) impracticable because deposits in Dollars in the amounts and requested maturities of such Loans are not available to the Bank in the applicable interbank market or that the rate applicable to such Loans will not adequately reflect the cost to such Bank of making, funding or maintaining such Loans for the applicable Interest Periodmarket, then the Administrative Agent, upon receipt of written notice of such determination by such Bank, shall forthwith advise the other Banks and the Borrower API thereof. After the date specified in such notice and until such time as the Administrative Agent, upon receipt of written notice to it by such Bank, shall notify the Borrower API and the other Banks that the circumstances specified by it in such notice no longer apply, then notwithstanding any other provision of this Agreement: (i) the Eurodollar Loans of such Bank shall automatically be converted to ABR Loans, without any requirement of compliance by the Borrower Borrowers with Section 3.05, 4.03 or 4.04, on (x) the last day of the outstanding Interest Period or Periods applicable thereto, unless awaiting such date is unlawful or (y) if awaiting such date is unlawful, immediately upon the receipt by the applicable Borrower of such notice; and; (ii) the obligation of such Bank to make, convert ABR Loans into, or continue for an additional Interest Period, Revolving Eurodollar Loans shall be suspended, and, if the Borrower shall request in a Revolving Credit Loan Request or Conversion Request that such Bank make a Revolving Eurodollar Loan, the Loan requested to be made by such Bank shall instead be made as an ABR Loan; and (iii) such Bank shall not submit any Competitive Advance Bid with respect to Competitive Eurodollar Loans. Such Bank shall promptly notify the Administrative Agent, which thereupon shall promptly notify the BorrowerAPI, when such specified circumstances no longer apply.

Unavailability and Impracticability. If, after the date hereof, a Bank shall have determined in good faith that the making or maintenance of all or any part of such Bank’s Eurodollar Loans has been made (i) unlawful because of compliance by such Bank with any law or guideline or interpretation or administration thereof by any official body charged with the interpretation or administration thereof, in each case issued after the date hereof, or with any request or directive made after the date hereof of such body (whether or not having the effect of law) or (ii) impracticable because deposits in Dollars in the amounts and requested maturities of such Loans are not available to the Bank in the applicable interbank market or that the rate applicable to such Loans will not adequately reflect the cost to such Bank of making, funding or maintaining such Loans for the applicable Interest Period, then the Administrative Agent, upon receipt of written notice of such determination by such Bank, shall forthwith advise the other Banks and the Borrower API thereof. After the date specified in such notice and until such time as the Administrative Agent, upon receipt of written notice to it by such Bank, shall notify the Borrower API and the other Banks that the circumstances specified by it in such notice no longer apply, then notwithstanding any other provision of this Agreement: (i) the Eurodollar Loans of such Bank shall automatically be converted to ABR Loans, without any requirement of compliance by the Borrower Borrowers with Section 3.05, 4.03 or 4.04, on (x) the last day of the outstanding Interest Period or Periods applicable thereto, unless awaiting such date is unlawful or (y) if awaiting such date is unlawful, immediately upon the receipt by the applicable Borrower of such notice; and; (ii) the obligation of such Bank to make, convert ABR Loans into, or continue for an additional Interest Period, Revolving Eurodollar Loans shall be suspended, and, if the Borrower shall request in a Revolving Credit Loan Request or Conversion Request that such Bank make a Revolving Eurodollar Loan, the Loan requested to be made by such Bank shall instead be made as an ABR Loan; and (iii) such Bank shall not submit any Competitive Advance Bid with respect to Competitive Eurodollar Loans. Such Bank shall promptly notify the Administrative Agent, which thereupon shall promptly notify the BorrowerAPI, when such specified circumstances no longer apply.

Unavailability and Impracticability. (a) If, after the date hereof, a Bank shall have determined in good faith that the making or maintenance of all or any part of such Bank’s 's Eurodollar Loans or Competitive Alternate Currency Loans (in any such case the currency in which any such Loan is denominated is herein referred to as, an "Affected Currency") (i) has been made (i) unlawful because of compliance by such Bank with any law or guideline or interpretation or administration thereof by any official body charged with the interpretation or administration thereof, in each case issued after the date hereof, thereof or with any request 40 or directive made after the date hereof of such body (whether or not having the effect of law) or (ii) impracticable because deposits in Dollars the Affected Currency in the amounts and requested maturities of such Loans are not available to the Bank in the applicable interbank market or that the rate applicable to such Loans will not adequately reflect the cost to such Bank of making, funding or maintaining such Loans for the applicable Interest Periodmarket, then the Administrative Agent, upon receipt of written notice of such determination by such Bank, shall forthwith advise the other Banks and the Borrower API thereof. After the date specified in such notice and until such time as the Administrative Agent, upon receipt of written notice to it by such Bank, shall notify the Borrower API and the other Banks that the circumstances specified by it in such notice no longer apply, then notwithstanding any other provision of this Agreement: (i) the Eurodollar foregoing Loans of such Bank denominated in the Affected Currency shall automatically be converted to ABR Loans, Loans without any requirement of compliance by the Borrower Borrowers with Section 3.05, 4.03 or 4.04, on (x) the last day of the outstanding Interest Period or Periods applicable thereto, unless awaiting such date is unlawful or (y) if awaiting such date is unlawful, immediately upon the receipt by the Borrower of such notice; and; (ii) the obligation of such Bank to makeallow borrowing, convert ABR conversion and renewals of such Loans into, or continue for an additional Interest Period, Eurodollar Loans denominated in the Affected Currency shall be suspended, and, if the Borrower shall request in a Revolving Credit Loan Request or Conversion Request that such Bank make such a Eurodollar LoanLoan denominated in the Affected Currency, the Loan requested to be made by such Bank shall instead be made as an ABR Loan; and (iii) such Bank shall not submit any Competitive Advance Bid with respect to Competitive Advance Loans denominated in the Affected Currency. Such Bank shall promptly notify the Administrative Agent, which thereupon shall promptly notify the BorrowerAPI, when such specified circumstances no longer apply. (b) With respect to any Competitive Alternate Currency Loan, if there shall occur after the Effective Date and on or prior to the Borrowing Date any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which the Administrative Agent shall have determined in good faith would make it impracticable for such Loan to be denominated in the Alternate Currency requested by the Borrower, the Administrative Agent shall forthwith (but not later than two Domestic Business Days before the date of such Loan if such change occurred at least three Domestic Business Days before the date of such Loan) give notice thereof to such Borrower and the Bank, and such Loans shall not be denominated in such Alternate Currency but shall be made on the Borrowing Date as ABR Loans unless the Borrower shall notify the Administrative Agent at least two Domestic Business Days before the Borrowing Date that it elects not to borrow on such date.