Alternate Rate of Interest; Illegality. (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:
(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or
(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or other electronic transmission as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.
(b) If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Effective Date that it is unlawful, for such Lender or its applicable lending office to make or maintain any Eurodollar Borrowing, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue any Eurodollar Borrowing or to convert ABR Borrowings to Eurodollar Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), either convert all Eurodollar Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.13 in connection with such payment). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the...
Alternate Rate of Interest; Illegality. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.13, if:
(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate (including because the Term SOFR Reference Rate is not available or 63 CREDIT AGREEMENT published on a current basis) for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR; or
(ii) the Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period or (B) at any time, Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing; then the Administrative Agent shall give notice thereof to the Company and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Company delivers a new Interest Election Request in accordance with the terms of Section 2.07 or a new Borrowing Request in accordance with the terms of Section 2.03 or Section 2.04, (1) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.13(a)(i) or (ii) above or (y) an ABR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.13(a)(i) or (ii) above and (2) any Borrowing Request that requests an RFR Borrowing shall instead be deemed to be a Borrowing Request, as applicable, for an ABR Borrowing; provided that if the circum...
Alternate Rate of Interest; Illegality. (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:
Alternate Rate of Interest; Illegality. (a) Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:
(i) Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or
(ii) if Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then Administrative Agent shall give notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the continuation of any Borrowing shall be ineffective, (B) the Borrower shall not be entitled to borrow Loans and (C) all outstanding Loans shall be repaid at the end of the applicable Interest Periods.
Alternate Rate of Interest; Illegality. Section 2.14 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Alternate Rate of Interest; Illegality. (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing or CDOR Borrowing (and no Benchmark Transition Event has occurred)Subject to clauses (b), (c), (d), (e), and (f) of this Section 2.14
Alternate Rate of Interest; Illegality. (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowing the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the
Alternate Rate of Interest; Illegality. (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, by means of an Interpolated Rate or because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period; or 65
Alternate Rate of Interest; Illegality. (a) In the event that:
(i) the Administrative Agent shall have [Redacted]. determined [Redacted]. prior to the commencement of any Interest Period (x) that dollar deposits in the principal amounts comprising such Loan are not generally available in the London interbank market, or (y) that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the [Redacted]. cost to the Lenders of making or maintaining such Loans during such Interest Period, or (z) that reasonable means do not exist for ascertaining LIBOR; or
(ii) a Lender shall have determined that any Change in Law shall make it unlawful for such Lender to make or maintain any Loan or to give effect to its obligations as contemplated hereby with respect to any Loan;
(b) [Redacted].
(c) [Redacted].
Alternate Rate of Interest; Illegality. (a) In the event that:
(i) the Administrative Agent shall have [Redacted]. determined [Redacted]. prior to the commencement of any Interest Periodthat (xA) that dollar deposits in the principal amounts comprising such Loan are not generally available in the London interbank market, or (y) that the rates at which such dollar deposits are being offeredthen current Benchmark will not adequately and fairly reflect the [Redacted]. cost to the Lenders of funding, making or maintaining such Loans at the then-current Benchmark during such Interest Period, or (zB) that reasonable means do not exist for ascertaining LIBORthe then-current Benchmark; or
(ii) a Lender shall have determined that any Change in Law shall make it unlawful for such Lender to make or maintain any Loan at the then-current Benchmark or to give effect to its obligations as contemplated hereby with respect to anysuch Loan;
(b) [Redacted].
(c) [Redacted].
