Common use of Fixed Rate Lending Unlawful Clause in Contracts

Fixed Rate Lending Unlawful. If as the result of any Regulatory Change any Bank (the "AFFECTED BANK") shall determine (which determination shall, in the absence of manifest error, be conclusive and binding on the Borrower) that it is unlawful for the Affected Bank to make, continue or maintain a Loan as, or to convert a Loan into, one or more Fixed Rate Loans of a certain type, the obligation of the Affected Bank under Section 4.1 to make, continue or maintain any portion of the principal amount of a Loan as, or to convert such Loan into, one or more Fixed Rate Loans of such type shall, upon such determination (and telephonic notice thereof confirmed in writing to the Agent and the Borrower), forthwith terminate, and the Agent shall, by telephonic notice confirmed in writing to the Borrower and each Bank, declare that such obligation has so terminated, and any portion of the principal amount of a Loan then maintained as one or more Fixed Rate Loans of such type by the Affected Bank shall automatically convert into a Base Rate Loan. If circumstances subsequently change so that the Affected Bank shall determine that it is no longer so affected, the obligation of the Affected Bank under Section 4.1 to make or continue Loans as, or to convert Loans into, Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Agent and the Borrower), forthwith be reinstated, and the Agent shall, by notice to the Borrower and each Bank, declare that such obligation has been so reinstated.

Fixed Rate Lending Unlawful. If as the result of any Regulatory Change any Bank (the "AFFECTED BANK") Affected Lender shall determine (which determination shall, in the absence of manifest demonstrable error, be conclusive and binding on the Borrower) that it is unlawful for the Affected Bank Lender to make, continue or maintain a Loan as, or to convert a Loan into, one or more Fixed Rate Loans of a certain typeLoans, the obligation of the Affected Bank Lender under Section 4.1 SECTION 5.1 to make, continue or maintain any portion of the principal amount of a Loan as, or to convert such Loan into, one or more Fixed Rate Loans of such type shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith terminate, and the Administrative Agent shall, by telephonic notice confirmed in writing to the Borrower and each BankLender, declare that such obligation has so terminated, and any portion of the principal amount of a Loan then maintained as one or more Fixed Rate Loans of such type by the Affected Bank Lender shall automatically convert into a Base Rate Loan. If circumstances subsequently change so that the Affected Bank Lender shall determine that it is no longer so affected, the obligation of the Affected Bank Lender under Section 4.1 SECTION 5.1 to make or continue Loans as, or to convert Loans into, Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith be reinstated, and the Administrative Agent shall, by notice to the Borrower and each BankLender, declare that such obligation has been so reinstated.

Fixed Rate Lending Unlawful. If as the result of any Regulatory Change any Bank (the "AFFECTED BANK") Lender shall reasonably determine (which determination shall, in upon notice thereof to the absence of manifest errorBorrowers and the Administrative Agent, be conclusive and binding on the BorrowerBorrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or that any Governmental Authority has asserted that it is unlawful unlawful, for the Affected Bank such Lender to make, maintain or continue or maintain a any Loan as, or to convert a any Loan into, one or more a Fixed Rate Loans Loan, or any Governmental Authority has imposed material restrictions on the authority of a certain typesuch Lender to purchase or sell, or to take deposits of, U.S. Dollars in the obligation applicable interbank market, then: (i) the obligations of the Affected Bank under Section 4.1 such Lender to make, continue or maintain convert any portion such Fixed Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding Fixed Rate Loans payable to such Lender shall automatically convert into Floating Rate Loans at the end of the principal amount then current Interest Periods with respect thereto or sooner, if required by such law or assertion and (ii) until such circumstances no longer exist, any Base Rate Loans bearing interest by reference to clause (c) of the definition of “Alternate Base Rate” shall be determined by the Administrative Agent without reference to the Eurocurrency Rate component of Alternate Base Rate. Upon receipt of such notice, (x) the applicable Borrowers shall, upon demand from such Lender (with a Loan ascopy to the Administrative Agent), or to prepay or, if applicable, convert such Loan into, one or more Fixed all Eurocurrency Rate Loans of such type shall, upon such determination Lender to Base Rate Loans (and telephonic notice thereof confirmed in writing to the Agent and the Borrower), forthwith terminate, and the Agent shall, by telephonic notice confirmed in writing to the Borrower and each Bank, declare that such obligation has so terminated, and any portion of the principal amount of a Loan then maintained as one or more Fixed interest rate on which Base Rate Loans of such type Lender shall, if necessary to avoid such illegality, be determined by the Affected Bank Administrative Agent without reference to the Eurocurrency Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall automatically convert into a during the period of such suspension compute the Alternate Base Rate Loan. If circumstances subsequently change so that applicable to such Lender without reference to the Affected Bank shall determine Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer so affectedillegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the obligation of Borrowers shall also pay accrued interest on the Affected Bank under Section 4.1 to make amount so prepaid or continue Loans as, or to convert Loans into, Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Agent and the Borrower), forthwith be reinstated, and the Agent shall, by notice to the Borrower and each Bank, declare that such obligation has been so reinstatedconverted.

Fixed Rate Lending Unlawful. If as the result of any Regulatory Change any Bank (the "AFFECTED BANK") Affected Lender shall determine (which determination shall, in the absence of manifest demonstrable error, be conclusive and binding on the Borrower) that it is unlawful for the Affected Bank Lender to make, continue or maintain a Loan as, or to convert a Loan into, one or more Fixed Rate Loans of a certain typeLoans, the obligation of the Affected Bank Lender under Section 4.1 5.1 to make, continue or maintain any portion of the principal amount of a Loan as, or to convert such Loan into, one or more Fixed Rate Loans of such type shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith terminate, and the Administrative Agent shall, by telephonic notice confirmed in writing to the Borrower and each BankLender, declare that such obligation has so terminated, and any portion of the principal amount of a Loan then maintained as one or more Fixed Rate Loans of such type by the Affected Bank Lender shall automatically convert into a Base Rate Loan. If circumstances subsequently change so that the Affected Bank Lender shall determine that it is no longer so affected, the obligation of the Affected Bank Lender under Section 4.1 5.1 to make or continue Loans as, or to convert Loans into, Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith be reinstated, and the Administrative Agent shall, by notice to the Borrower and each BankLender, declare that such obligation has been so reinstated.

Fixed Rate Lending Unlawful. If as the result of any Regulatory Change any Bank (the "AFFECTED BANK") Affected Lender shall determine (which determination shall, in the absence of manifest demonstrable error, be conclusive and binding on the Borrower) that it is unlawful for the Affected Bank Lender to make, continue or maintain a Loan as, or to convert a Loan into, one or more Fixed Rate Loans of a certain typeLoans, the obligation of the Affected Bank Lender under Section 4.1 to make, continue or maintain any portion of the principal amount of a Loan as, or to convert such Loan into, one or more Fixed Rate Loans of such type shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith terminate, and the Administrative Agent shall, by telephonic notice confirmed in writing to the Borrower and each BankLender, declare that such obligation has so terminated, and any portion of the principal amount of a Loan then maintained as one or more Fixed Rate Loans of such type by the Affected Bank Lender shall automatically convert into a Base Rate Loan. If circumstances subsequently change so that the Affected Bank Lender shall determine that it is no longer so affected, the obligation of the Affected Bank Lender under Section 4.1 to make or continue Loans as, or to convert Loans into, Fixed Rate Loans shall, upon such determination (and telephonic notice thereof confirmed in writing to the Administrative Agent and the Borrower), forthwith be reinstated, and the Administrative Agent shall, by notice to the Borrower and each BankLender, declare that such obligation has been so reinstated.