Common use of Illegality and Unavailability Clause in Contracts

Illegality and Unavailability. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for such Bank or its Applicable Lending Office to make any Eurodollar Rate Advance or to continue to fund or maintain any Eurodollar Rate Advance hereunder, then, on notice thereof to the Borrower by the Administrative Agent, (i) the obligation of such Bank to make any Eurodollar Rate Advance shall be suspended until the Administrative Agent shall notify the Borrower and the Bank that the circumstances causing such suspension no longer exist, and (ii) the Eurodollar Rate Advances then outstanding of such Bank, together with all accrued interest thereon and all amounts payable pursuant to Section 2.11, shall be automatically converted to Base Rate Advances, or, at the option of the Borrower, prepaid in full, unless such Bank shall determine in good faith in its sole opinion that it is lawful to maintain such Eurodollar Rate Advances made by such Bank to the end of the Interest Period then applicable thereto. (b) If, with respect to any conversion of a Base Rate Advance to a Eurodollar Rate Advance or the continuation of any Eurodollar Rate Advance pursuant to Section 2.04: (i) the Administrative Agent is unable to determine the Eurodollar Rate for the applicable Eurodollar Rate Advance as a result of one or more of the circumstances provided in Section 2.03(d)(iii); or (ii) the Majority Banks advise the Administrative Agent that the Eurodollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of maintaining the applicable Eurodollar Rate Advance; then the Administrative Agent forthwith shall give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Banks to convert or continue after the current Interest Period(s) any Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist.

Illegality and Unavailability. (a%3) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law Law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for such Bank or its Applicable Lending Office to make any Advance whose interest is determined by reference to the Eurodollar Rate Advance or to continue to fund or maintain any Advance hereunder whose interest is determined by reference to the Eurodollar Rate Advance hereunderor any Governmental Authority has imposed material restrictions on the authority of such Bank to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof to the Borrower by the Administrative Agent, (i) the obligation of such Bank to make or continue any Eurodollar Rate Advance or to covert Base Rate Advance to Eurodollar Rate Advance shall be suspended until the Administrative Agent shall notify the Borrower and the Bank that the circumstances causing such suspension no longer exist, and, (ii) the Eurodollar Rate Advances then outstanding of such Bank, together with all accrued interest thereon and all amounts payable pursuant to Section 2.11, shall be automatically converted to Base Rate Advances, or, at the option of the Borrower, prepaid in full, unless such Bank shall determine in good faith in its sole opinion that it is lawful to maintain such Eurodollar Rate Advances made by such Bank to the end of the Interest Period then applicable thereto., and (biii) If, with respect to any conversion if such notice asserts the illegality of a such Bank making or maintaining Base Rate Advance Advances the interest rate on which is determined by reference to a Eurodollar Rate Advance or the continuation of any Eurodollar Rate Advance pursuant to Section 2.04: (i) the Administrative Agent is unable to determine the Eurodollar Rate for the applicable Eurodollar Rate Advance as a result of one or more component of the circumstances provided in Section 2.03(d)(iii); or (ii) Base Rate, the Majority Banks advise the Administrative Agent that the Eurodollar interest rate on which Base Rate as Advances of such Bank shall, if necessary to avoid such illegality, be determined by the Administrative Agent will not adequately and fairly reflect without reference to the cost to such Banks of maintaining the applicable Eurodollar Rate Advance; then component of the Base Rate, in each case until such Bank notifies the Administrative Agent forthwith shall give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Banks to convert or continue after the current Interest Period(s) any Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension determination no longer exist.

Illegality and Unavailability. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for such Bank or its Applicable Lending Office to make any Eurodollar Rate Advance Loan or to continue to fund or maintain any Eurodollar Rate Advance Loan hereunder, then, on notice thereof to the Borrower by the Administrative Agent, , (i) the obligation of such Bank to make make, continue or maintain any Eurodollar Rate Advance Loan shall be suspended until the Administrative Agent shall notify the Borrower and the Bank Banks that the circumstances causing such suspension no longer exist, and and (ii) the Eurodollar Rate Advances Loans then outstanding of such Bank, Bank together with all accrued interest thereon and all amounts payable pursuant to Section 2.11, shall be automatically converted to Base Rate Advances, Loans or, at the option of the Borrower, prepaid in full, unless such Bank shall determine in good faith in its sole opinion that it is lawful to maintain such Eurodollar Rate Advances Loans made by such Bank to the end of the Interest Period then applicable thereto. (b) If, with respect to any conversion of a Base Rate Advance Loan to a Eurodollar Rate Advance Loan or the continuation of any Eurodollar Rate Advance Loan pursuant to Section 2.042.05: (i) the Reference Banks fail to furnish timely information to the Administrative Agent is unable to determine for determining the Eurodollar Rate for the applicable Eurodollar Rate Advance as a result of one or more of the circumstances provided in Section 2.03(d)(iii)Loan; or (ii) the Majority Banks advise the Administrative Agent that the Eurodollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of maintaining the applicable Eurodollar Rate AdvanceLoan; then the Administrative Agent forthwith shall give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Banks to convert or continue after the current Interest Period(s) any Eurodollar Rate Advances Loans shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer existexists.

Illegality and Unavailability. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law lawLaw or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for such Bank or its Applicable Lending Office to make any Advance whose interest is determined by reference to the Eurodollar Rate Advance or to continue to fund or maintain any Eurodollar Rate Advance hereunderhereunder whose interest is determined by reference to the Eurodollar Rate or any Governmental Authority has imposed material restrictions on the authority of such Bank to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof to the Borrower by the Administrative Agent, , (i) the obligation of such Bank to make or continue any Eurodollar Rate Advance or to covert Base Rate Advance to Eurodollar Rate Advance shall be suspended until the Administrative Agent shall notify the Borrower and the Bank that the circumstances causing such suspension no longer exist, and and (ii) the Eurodollar Rate Advances then outstanding of such Bank, together with all accrued interest thereon and all amounts payable pursuant to Section 2.11, shall be automatically converted to Base Rate Advances, or, at the option of the Borrower, prepaid in full, unless such Bank shall determine in good faith in its sole opinion that it is lawful to maintain such Eurodollar Rate Advances made by such Bank to the end of the Interest Period then applicable thereto., and (iii) if such notice asserts the illegality of such Bank making or maintaining Base Rate Advances the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Advances of such Bank shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Bank notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. (b) If, with respect to any conversion of a Base Rate Advance to a Eurodollar Rate Advance or the continuation of any Eurodollar Rate Advance pursuant to Section 2.04: : in connection with any request for a Eurodollar Rate Advance or a conversion to or continuation thereof, (i) the Administrative Agent is unable determines that (A) Dollar deposits are not being offered to determine banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Advance, or (B) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for the applicable any requested Interest Period with respect to a proposed Eurodollar Rate Advance as a result of one or more of the circumstances provided in Section 2.03(d)(iii); or (ii) the Majority Banks advise the Administrative Agent that the Eurodollar connection with an existing or proposed Base Rate as determined by the Administrative Agent will not adequately Advance and fairly reflect the cost to such Banks of maintaining the applicable Eurodollar Rate Advance; then the Administrative Agent forthwith shall give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Banks to convert or continue after the current Interest Period(s) any Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist.41 122723226_17

Illegality and Unavailability. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for such Bank or its Applicable Lending Office to make any Eurodollar Rate Advance or to continue to fund or maintain any Eurodollar Rate Advance hereunder, then, on notice thereof to the Borrower by the Administrative Agent, (i) the obligation of such Bank to make any Eurodollar Rate Advance shall be suspended until the Administrative Agent shall notify the Borrower and the Bank that the circumstances causing such suspension no longer exist, and (ii) the Eurodollar Rate Advances then outstanding of such Bank, together with all accrued interest thereon and all amounts payable pursuant to Section 2.11, shall be automatically converted to Base Rate Advances, or, at the option of the Borrower, prepaid in full, unless such Bank shall determine in good faith in its sole opinion that it is lawful to maintain such Eurodollar Rate Advances made by such Bank to the end of the Interest Period then applicable thereto. (b) If, with respect to any conversion of a Base Rate Advance to a Eurodollar Rate Advance or the continuation of any Eurodollar Rate Advance pursuant to Section 2.04: (i) the Administrative Agent is unable to determine the Eurodollar Rate for the applicable Eurodollar Rate Advance in accordance with the definition of such term (including as a result of one or more the failure of the circumstances provided in Section 2.03(d)(iiiReference Banks to furnish timely information to the Administrative Agent); or (ii) the Majority Banks advise the Administrative Agent that the Eurodollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of maintaining the applicable Eurodollar Rate Advance; then the Administrative Agent forthwith shall give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Banks to convert or continue after the current Interest Period(s) any Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist.

Illegality and Unavailability. (a%3) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law Law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for such Bank or its Applicable Lending Office to make any Advance whose interest is determined by reference to the Eurodollar Rate Advance or to continue to fund or maintain any Advance 128384814_9 hereunder whose interest is determined by reference to the Eurodollar Rate Advance hereunderor any Governmental Authority has imposed material restrictions on the authority of such Bank to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof to the Borrower by the Administrative Agent, (i) the obligation of such Bank to make or continue any Eurodollar Rate Advance or to covert Base Rate Advance to Eurodollar Rate Advance shall be suspended until the Administrative Agent shall notify the Borrower and the Bank that the circumstances causing such suspension no longer exist, and, (ii) the Eurodollar Rate Advances then outstanding of such Bank, together with all accrued interest thereon and all amounts payable pursuant to Section 2.11, shall be automatically converted to Base Rate Advances, or, at the option of the Borrower, prepaid in full, unless such Bank shall determine in good faith in its sole opinion that it is lawful to maintain such Eurodollar Rate Advances made by such Bank to the end of the Interest Period then applicable thereto., and (biii) If, with respect to any conversion if such notice asserts the illegality of a such Bank making or maintaining Base Rate Advance Advances the interest rate on which is determined by reference to a Eurodollar Rate Advance or the continuation of any Eurodollar Rate Advance pursuant to Section 2.04: (i) the Administrative Agent is unable to determine the Eurodollar Rate for the applicable Eurodollar Rate Advance as a result of one or more component of the circumstances provided in Section 2.03(d)(iii); or (ii) Base Rate, the Majority Banks advise the Administrative Agent that the Eurodollar interest rate on which Base Rate as Advances of such Bank shall, if necessary to avoid such illegality, be determined by the Administrative Agent will not adequately and fairly reflect without reference to the cost to such Banks of maintaining the applicable Eurodollar Rate Advance; then component of the Base Rate, in each case until such Bank notifies the Administrative Agent forthwith shall give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Banks to convert or continue after the current Interest Period(s) any Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension determination no longer exist.