Common use of Alternate Rate of Interest; Illegality Clause in Contracts

Alternate Rate of Interest; Illegality. (a) If prior to the commencement of any Interest Period for a Eurodollar Advance: (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.1, if: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Advance that adequate and reasonable means do not exist for ascertaining the Eurodollar BaseAdjusted Term SOFR Rate or the LIBO Rate, as applicable (including, without limitation, by means of an Interpolated Rate or because the LIBO ScreenTerm SOFR Reference Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time 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 the Eurodollar Base Rate or the LIBO Rate, as(A) prior to the commencement of any Interest Period for a Term Benchmark Advance, the Adjusted Term SOFR Rate for the applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or Loan) included in such Advance for such Interest Period, or (B) at any time, the applicable 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 Advance; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders through any Electronic System as provided in Section 13.1 as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) with respect to the relevant Benchmark and (y) the Borrower delivers a new Conversion/Continuation Notice in accordance with the terms of Section 2.10 or a new Borrowing Notice in accordance with the terms of Section 2.9, any Conversion/Continuation Notice that requests the conversion of any Advance to, or continuation of any Advance as, a Eurodollar Advance shall be ineffective and any such Eurodollar Advance shall be repaid or converted into a Floating Rate AdvanceTerm Benchmark Advance and any Borrowing Notice that requests a Term Benchmark Advance shall instead be deemed to be an Conversion/Continuation Notice or a Borrowing Notice, as applicable, for (1) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 44

Alternate Rate of Interest; Illegality. (a) If prior to the commencement of any Interest Period for a Eurodollar AdvanceBorrowing: (a) Subject to clauses (b), (c), (d), (e) ), and (f) of this Section 3.12.14, if: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Advance Borrowing, that adequate and reasonable means do not exist for ascertaining the Eurodollar BaseAdjusted Term Adjusted LIBOTerm SOFR Rate or the LIBO LIBOTerm SOFR Rate, as applicable (including, without limitation, by means of an Interpolated Rate or because the LIBO ScreenTerm SOFR Reference Rate is not available or published on a current basis), for such Interest Period; provided or, (B) at any time, that no Benchmark Transition Event shall have occurred at such time adequate and reasonable means do not exist for ascertaining the Adjusted REVSOFR30 Rate or the REVSOFR30 Rate (including because the Term SOFR Reference Rate is not available or published on a current basis) or (BC) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR or Daily Simple SOFR; or (ii) the Administrative Agent is advised by the Required Lenders that the Eurodollar Base Rate or the LIBO Rate, as(A(A) prior to the commencement of any Interest Period for a Term Benchmark AdvanceBorrowing, the Adjusted Term LIBOTerm SOFR Rate for or the LIBO Rate, as applicable, 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 Advance Borrowing for such Interest Period;, or (B) at any time, the applicable Adjusted Daily Simple SOFR REVSOFR30 Rate or the REVSOFR30 Rate 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 AdvanceBorrowing or (C) at any time, the Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or Loan) included in such Borrowing; then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders through any an Electronic System as provided in Section 13.1 9.01 as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (A) exist with respect to the relevant Benchmark and (y) the Borrower delivers Borrowers deliver a new Conversion/Continuation Notice Interest Election Request in accordance with the terms of Section 2.10 2.08 or a new Borrowing Notice Request in accordance with the terms of Section 2.92.03, (A1) any Conversion/Continuation Notice Interest Election Request that requests the conversion of any Advance Borrowing to, or continuation of any Advance Borrowing as, a Eurodollar Advance Borrowing shall be ineffective and any such Eurodollar Advance Borrowing shall be repaid or converted into a Floating Rate AdvanceTerm CBFR BorrowingTerm Benchmark Advance Borrowing and any Borrowing Notice Request that requests a Term Benchmark Advance Borrowing shall instead be deemed to be an Conversion/Continuation Notice Interest Election Request or a Borrowing NoticeRequest, as applicable, for (1x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 442.14(a)(i) or (ii) above or (y) a CBFR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above and (2) any Borrowing Request that requests an Adjusted REVSOFR30 Rate Borrowing or an RFR Borrowing shall instead be deemed to be a Borrowing Request, as applicable, for a CBFR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan, Adjusted REVSOFR30 Rate Loan or RFR Loan is outstanding on the date of the Borrower Representative's receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan, Adjusted REVSOFR30 Rate

Alternate Rate of Interest; Illegality. (a) If prior to the commencement of any Interest Period for a Eurodollar Advance: (a) Subject to clauses (b)SOFR Borrowing or CDORCanadian XXXXX Borrowing, (c), (d), (e) and (f) of this Section 3.1, if: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Advance that adequate and reasonable means do not exist for ascertaining the Eurodollar BaseAdjusted Term SOFR Rate or the LIBO Rate, as applicable (including, without limitation, by means of an Interpolated Rate or because the LIBO ScreenTerm SOFR Reference Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time 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 the Eurodollar Base Relevant Rate or the LIBO Rate, as(A) prior applicable to the commencement of any Interest Period for a Term Benchmark Advance, the Adjusted Term SOFR Rate for the applicable, such Borrowing for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or Loan) included in such Advance for such Interest Period, or (B) at any time, the applicable 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 Advance; Borrowing for such Interest Period, then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders through any Electronic System as provided in Section 13.1 by telephone, facsimile or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (A) with respect to the relevant Benchmark and (y) the Borrower delivers a new Conversion/Continuation Notice in accordance with the terms of Section 2.10 or a new Borrowing Notice in accordance with the terms of Section 2.9, any Conversion/Continuation Notice Interest Election Request that requests the conversion of any Advance Revolving Borrowing to, or continuation of any Advance Revolving Borrowing as, a Eurodollar Advance SOFR Borrowing or CDORCanadian XXXXX Borrowing shall be ineffective and any such Eurodollar Advance SOFR Borrowing or CDORCanadian XXXXX Borrowing, as applicable, shall be repaid or converted into an ABR Borrowing (in the case of a Floating Borrowing in dollars) or a Canadian Prime Rate AdvanceTerm Benchmark Advance Borrowing (in the case of a Borrowing in Canadian Dollars) on the last day of the then current Interest Period applicable thereto, and (B) if any Borrowing Notice that Request requests a Term Benchmark Advance shall instead be deemed to be an Conversion/Continuation Notice or a Borrowing Notice, as applicable, for (1) a SOFR Revolving Borrowing, such Borrowing shall be made as an RFR ABR Borrowing so long and (2) a CDOR RateCanadian XXXXX Borrowing, such Borrowing shall be made as the Adjusted Daily Simple SOFR is not also the subject of Section 44a Canadian Prime Rate Borrowing.

Alternate Rate of Interest; Illegality. (a) If prior to the commencement of any Interest Period for a Eurodollar Advance: (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.1, ifBorrowing: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Advance that adequate and reasonable means do not exist for ascertaining the Eurodollar BaseAdjusted Term SOFR Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, by means of an Interpolated Rate or because the LIBO ScreenTerm SOFR Reference Screen Rate is not available or published on a current basis), ) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time 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 the Eurodollar Base Adjusted LIBO Rate or the LIBO Rate, as(A) prior to the commencement of any Interest Period for a Term Benchmark Advance, the Adjusted Term SOFR Rate for the as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or Loan) included in such Advance for such Interest Period, or (B) at any time, the applicable 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 AdvanceBorrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders through any Electronic System as provided in Section 13.1 9.01 as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (A) with respect to the relevant Benchmark and (y) the Borrower delivers a new Conversion/Continuation Notice in accordance with the terms of Section 2.10 or a new Borrowing Notice in accordance with the terms of Section 2.9, any Conversion/Continuation Notice Interest Election Request that requests the conversion of any Advance Borrowing to, or continuation of any Advance Borrowing as, a Eurodollar Advance Borrowing shall be ineffective and any such Eurodollar Advance Borrowing shall be repaid or converted into a Floating Rate AdvanceTerm Benchmark Advance an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (B) if any Borrowing Notice that Request requests a Term Benchmark Advance Eurodollar Borrowing, such Borrowing shall instead be deemed made as an ABR Borrowing. (b) If any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, any obligations of such Lender to make, maintain, fund or continue Eurodollar Loans or to convert ABR Borrowings to Eurodollar Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers will upon demand from such Lender (with a copy to the Administrative Agent), either convert all Eurodollar Borrowings of such Lender to ABR Borrowings or prepay all such Eurodollar 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. Upon any such conversion or prepayment, the Borrowers will also pay accrued interest on the amount so converted or prepaid. (c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be an Conversion/Continuation Notice temporary or a Borrowing Notice, as applicable, for (1ii) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is circumstances set forth in clause (a)(i) have not also the subject of Section 4468

Alternate Rate of Interest; Illegality. (a) If prior to the commencement of any Interest Period for a Eurodollar Advance: (a) Subject to clauses (b)SOFR Borrowing or CDOR Borrowing, (c), (d), (e) and (f) of this Section 3.1, if: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Advance that adequate and reasonable means do not exist for ascertaining the Eurodollar BaseAdjusted Term SOFR Rate or the LIBO Rate, as applicable (including, without limitation, by means of an Interpolated Rate or because the LIBO ScreenTerm SOFR Reference Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time 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 the Eurodollar Base Relevant Rate or the LIBO Rate, as(A) prior applicable to the commencement of any Interest Period for a Term Benchmark Advance, the Adjusted Term SOFR Rate for the applicable, such Borrowing for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or Loan) included in such Advance for such Interest Period, or (B) at any time, the applicable 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 Advance; Borrowing for such Interest Period, then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders through any Electronic System as provided in Section 13.1 by telephone, facsimile or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (A) with respect to the relevant Benchmark and (y) the Borrower delivers a new Conversion/Continuation Notice in accordance with the terms of Section 2.10 or a new Borrowing Notice in accordance with the terms of Section 2.9, any Conversion/Continuation Notice Interest Election Request that requests the conversion of any Advance Revolving Borrowing to, or continuation of any Advance Revolving Borrowing as, a Eurodollar Advance SOFR Borrowing or CDOR Borrowing shall be ineffective and any such Eurodollar Advance SOFR Borrowing or CDOR Borrowing, as applicable, shall be repaid or converted into an ABR Borrowing (in the case of a Floating Borrowing in dollars) or a Canadian Prime Rate AdvanceTerm Benchmark Advance Borrowing (in the case of a Borrowing in Canadian Dollars) on the last day of the then current Interest Period applicable thereto, and (B) if any Borrowing Notice that Request requests a Term Benchmark Advance shall instead be deemed to be an Conversion/Continuation Notice or a Borrowing Notice, as applicable, for (1) a SOFR Revolving Borrowing, such Borrowing shall be made as an RFR ABR Borrowing so long and (2) a CDOR Rate Borrowing, such Borrowing shall be made as the Adjusted Daily Simple SOFR is not also the subject of Section 44a Canadian Prime Rate Borrowing.

Alternate Rate of Interest; Illegality. (a) If prior to the commencement of in connection with any Interest Period request for a Eurodollar Advance: (a) Subject Eurocurrency Rate Loan or a conversion to clauses (b)or continuation thereof, (c), (d), (e) and (f) of this Section 3.1, if: (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (B) (x) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or in connection with an existing or proposed ABR Loan and (y) the circumstances described in Section 2.11(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Alternate Base Rate, the utilization of the Eurocurrency Rate component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.11(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, any Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 2.11(a), the Administrative Agent, in consultation with the Borrowers, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of this Section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrowers written notice thereof. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) ), or the Borrowers or Required Lenders notify the Administrative Agent (A) prior with, in the case of the Required Lenders, a copy to the commencement of any Interest Period for a Term Benchmark Advance Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that: adequate and reasonable means do not exist for ascertaining the Eurodollar BaseAdjusted Term SOFR Rate or the LIBO RateLIBOR for any requested Interest Period, as applicable (including, without limitation, by means of an Interpolated Rate or because the LIBO ScreenTerm SOFR Reference LIBOR Screen Rate is not available or published on a current basis), for basis and such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFRcircumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent is advised has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Required Lenders that Administrative Agent or receipt by the Eurodollar Base Rate Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or the LIBO Rate, as(A) prior other adjustments to the commencement of benchmark (if any) incorporated therein) , giving due consideration to any Interest Period evolving or then existing convention for a Term Benchmark Advance, the Adjusted Term SOFR Rate for the applicable, similar Dollar denominated syndicated credit facilities for such Interest Period will not adequately alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and fairly reflect any such amendment shall become effective at 5:00 p.m. on the cost to such Lenders (or Lender) of making or maintaining their Loans (or Loan) included in such Advance for such Interest Period, or (B) at any time, the applicable 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 Advance; then fifth Business Day after the Administrative Agent shall give notice thereof have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Borrower Administrative Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined and the Lenders through any Electronic System circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as provided in Section 13.1 as applicable), the Administrative Agent will promptly as practicable thereafter andso notify the Borrowers and each Lender. Thereafter, until (x) the Administrative Agent notifies the Borrower and obligation of the Lenders that the circumstances giving rise to such notice no longer existmake or maintain Eurodollar Rate Loans shall be suspended, (A) with respect to the relevant Benchmark extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Borrower delivers Eurodollar Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a new Conversion/Continuation Notice in accordance with the terms of Section 2.10 or a new Borrowing Notice in accordance with the terms of Section 2.9of, any Conversion/Continuation Notice that requests the conversion of any Advance to, to or continuation of any Advance asEurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, a Eurodollar Advance shall be ineffective and any such Eurodollar Advance shall be repaid or converted into a Floating Rate AdvanceTerm Benchmark Advance and any Borrowing Notice that requests a Term Benchmark Advance shall instead failing that, will be deemed to be an Conversion/Continuation Notice or have converted such request into a request for a Borrowing Noticeof ABR Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, as applicable, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for (1) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject purposes of Section 44this Agreement.