Common use of Availability of Certain Term Advances; Illegality Clause in Contracts

Availability of Certain Term Advances; Illegality. (i) If the Required Lenders under the Term Loan Facility determine that (A) deposits of a type and maturity appropriate to match fund Eurodollar Ratable Advances are not available or (B) the interest rate applicable to a Rate Option does not accurately reflect the cost of making or maintaining the applicable Term Advance, then the Administrative Agent shall suspend the availability of the affected Rate Option under the Term Loan Facility or (ii) if, after the Amendment No. 4 Effective Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Official Body charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Installation) with any request or directive issued after the Amendment No. 4 Effective Date (whether or not having the force of law) of any such Official Body shall make it unlawful or impossible for any Lender (or its Lending Installation) to make, maintain or fund its Eurodollar Ratable Advances hereunder such Lender shall so notify the Administrative Agent and the Borrower, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make such Eurodollar Ratable Advances shall be suspended. Before giving any notice to the Administrative Agent and the Borrower pursuant to this Section 3.3, such Lender shall designate a different Lending Installation if such different Lending Installation is available to the applicable Lender, such designation will avoid the need for giving such notice and such designation will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Eurodollar Ratable Advances to maturity and shall so specify in such notice, each such Eurodollar Ratable Advances will automatically, upon such demand, be converted into an ABR Advance. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error), the Borrower notifies the Administrative Agent that it has determined, or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that (x) adequate and reasonable means do not exist for ascertaining the LIBO Rate (including, without limitation, because the LIBO Rate is not available or published on a current basis), for U.S. dollars and such Interest Period and such circumstances are unlikely to be temporary, (y) the circumstances set forth in clause (x) have not arisen but the supervisor for the administrator of the LIBO Rate or an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available, or used for determining the interest rates of loans, or (z) U.S. dollar-denominated syndicated credit facilities being executed at such time 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 replacement rate to replace the LIBO Rate, and the Administrative Agent, the Borrower or the Required Lenders, as applicable, have elected to declare that an “Early-Opt-in Election” has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Borrower or the Required Lenders of written notice of such election to the Administrative Agent, as applicable, then after such determination or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower shall endeavor to establish an alternative rate of interest and may amend this Agreement to replace the LIBO Rate with an alternate benchmark rate of interest (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the LIBO Rate (including modifications to clause (b) of the definition of “Federal Funds/Euro-Rate”) (any such proposed rate, a “LIBOR Successor Rate”), together with such other related changes to this Agreement as may be applicable, including any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary in Section 9.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date such proposed amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (x), (y) or (z) of the first sentence of this 3.3(b), only to the extent the LIBO Rate for U.S. dollars and such Interest Period is not available or published at such time on a current basis), (A) any Ratable Borrowing Notice that requests a Eurodollar Ratable Advance or a Federal Funds/Euro-Rate Advance shall be ineffective and (B) any Rate Option Notice that requests the conversion of any Term Advance to, or continuation of any Term Advance as, a Eurodollar Ratable Advance or a Federal Funds/Euro-Rate Advance shall be ineffective and such Term Advance shall be automatically converted at such time into an ABR Advance; provided that, if such LIBOR Successor Rate shall be less than zero, such LIBOR Successor Rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Certain Term Advances; Illegality. (i) If the Required Lenders under the Term Loan Facility determine that (A) deposits of a type and maturity appropriate to match fund Eurodollar Ratable Advances are not available or (B) the interest rate applicable to a Rate Option does not accurately reflect the cost of making or maintaining the applicable Term Advance, then the Administrative Agent shall suspend the availability of the affected Rate Option under the Term Loan Facility or (iib) if, after the Amendment No. 4 Effective Datedate of this Agreement, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Official Body charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Installation) with any request or directive issued after the Amendment No. 4 Effective Date date hereof (whether or not having the force of law) of any such Official Body shall make it unlawful or impossible for any Lender (or its Lending Installation) to make, maintain or fund its Eurodollar Ratable Advances hereunder such Lender shall so notify the Administrative Agent and the Borrower, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make such Eurodollar Ratable Advances shall be suspended. Before giving any notice to the Administrative Agent and the Borrower pursuant to this Section 3.3, such Lender shall designate a different Lending Installation if such different Lending Installation is available to the applicable Lender, such designation will avoid the need for giving such notice and such designation will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Eurodollar Ratable Advances to maturity and shall so specify in such notice, each such Eurodollar Ratable Advances will automatically, upon such demand, be converted into an ABR Advance. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error), the Borrower notifies the Administrative Agent that it has determined, or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that (x) adequate and reasonable means do not exist for ascertaining the LIBO Rate (including, without limitation, because the LIBO Rate is not available or published on a current basis), for U.S. dollars and such Interest Period and such circumstances are unlikely to be temporary, (y) the circumstances set forth in clause (x) have not arisen but the supervisor for the administrator of the LIBO Rate or an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available, or used for determining the interest rates of loans, or (z) U.S. dollar-denominated syndicated credit facilities being executed at such time 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 replacement rate to replace the LIBO Rate, and the Administrative Agent, the Borrower or the Required Lenders, as applicable, have elected to declare that an “Early-Opt-in Election” has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Borrower or the Required Lenders of written notice of such election to the Administrative Agent, as applicable, then after such determination or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower shall endeavor to establish an alternative rate of interest and may amend this Agreement to replace the LIBO Rate with an alternate benchmark rate of interest (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the LIBO Rate (including modifications to clause (b) of the definition of “Federal Funds/Euro-Rate”) (any such proposed rate, a “LIBOR Successor Rate”), together with such other related changes to this Agreement as may be applicable, including any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary in Section 9.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date such proposed amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (x), (y) or (z) of the first sentence of this 3.3(b), only to the extent the LIBO Rate for U.S. dollars and such Interest Period is not available or published at such time on a current basis), (A) any Ratable Borrowing Notice that requests a Eurodollar Ratable Advance or a Federal Funds/Euro-Rate Advance shall be ineffective and (B) any Rate Option Notice that requests the conversion of any Term Advance to, or continuation of any Term Advance as, a Eurodollar Ratable Advance or a Federal Funds/Euro-Rate Advance shall be ineffective and such Term Advance shall be automatically converted at such time into an ABR Advance; provided that, if such LIBOR Successor Rate shall be less than zero, such LIBOR Successor Rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Certain Term Advances; Illegality. (a) (i) If the Required Lenders under the Term Loan Facility determine that (A) deposits of a type and maturity appropriate to match fund Eurodollar Ratable Advances are not available or (B) the interest rate applicable to a Rate Option does not accurately reflect the cost of making or maintaining the applicable Term Advance, then the Administrative Agent shall suspend the availability of the affected Rate Option under the Term Loan Facility or (iibii) if, after the Amendment date of this AgreementAmendment No. 4 3 Effective Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Official Body charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Installation) with any request or directive issued after the Amendment No. 4 Effective Date date hereof (whether or not having the force of law) of any such Official Body shall make it unlawful or impossible for any Lender (or its Lending Installation) to make, maintain or fund its Eurodollar Ratable Advances hereunder such Lender shall so notify the Administrative Agent and the Borrower, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make such Eurodollar Ratable Advances shall be suspended. Before giving any notice to the Administrative Agent and the Borrower pursuant to this Section 3.3, such Lender shall designate a different Lending Installation if such different Lending Installation is available to the applicable Lender, such designation will avoid the need for giving such notice and such designation will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Eurodollar Ratable Advances to maturity and shall so specify in such notice, each such Eurodollar Ratable Advances will automatically, upon such demand, be converted into an ABR Advance. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error), the Borrower notifies the Administrative Agent that it has determined, or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that (i) (x) that adequate and reasonable means do not exist for ascertaining the the LIBO Rate (including, without limitation, because the LIBO Rate is not available or published on a current basis), for U.S. dollars and such Interest Period and such circumstances are unlikely to be temporary, temporary or (y) the circumstances set forth in clause (xb) (i) have not arisen but the supervisor for the administrator of the LIBO Rate or an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available, or used for determining the interest rates of for loans, or (zii) U.S. dollar-denominated syndicated credit facilities being executed at such time 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 replacement rate to replace other than the LIBO Rate, and the Administrative Agent, the Borrower or the Required Lenders, as applicable, have elected to declare that an “Early-Opt-Rate has become a widely recognized benchmark rate for newly originated loans in Election” has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Borrower or the Required Lenders of written notice of such election to the Administrative Agent, as applicableDollars, then after such determination or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower shall endeavor to establish an alternative alternate rate of interest and may amend this Agreement to replace the LIBO Rate with an alternate benchmark rate of interest (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by gives due consideration to the then-prevailing market convention for determining a rate of interest for syndicated loan market loans in the United States in lieu at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of the LIBO Rate interest (including modifications to clause (b) of the definition of “Federal Funds/Euro-Rate”) (any such proposed rate, a “LIBOR Successor Rate”), together with and such other related changes to this Agreement as may be applicable, including any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary in Section 9.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date such proposed amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (x), (yi)(y) or (zii) of the first sentence of this 3.3(b), only to the extent the LIBO Rate for U.S. dollars and such Interest Period is not available or published at such time on a current basis), (A) any Ratable Borrowing Notice that requests a Eurodollar Ratable Advance or a Federal Funds/Euro-Rate Advance shall be ineffective and (B) any Rate Option Notice that requests the conversion of any Term Advance to, or continuation of any Term Advance as, a Eurodollar Ratable Advance or a Federal Funds/Euro-Rate Advance shall be ineffective and such Term Advance shall be automatically converted at such time into an ABR Advance; provided that, if such LIBOR Successor Rate alternate rate of interest shall be less than zero, such LIBOR Successor Rate rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Certain Term Advances; Illegality. (ia) If the Required Lenders under the Term Loan Facility determine that (A) deposits of a type and maturity appropriate to match fund Eurodollar Ratable Advances are not available or (B) the interest rate applicable to a Rate Option does not accurately reflect the cost of making or maintaining the applicable Term Advance, then the Administrative Agent shall suspend the availability of the affected Rate Option under the Term Loan Facility or (iib) if, after the Amendment No. 4 Effective Datedate of this Agreement, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Official Body charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Installation) with any request or directive issued after the Amendment No. 4 Effective Date date hereof (whether or not having the force of law) of any such Official Body shall make it unlawful or impossible for any Lender (or its Lending Installation) to make, maintain or fund its Eurodollar Ratable Advances hereunder such Lender shall so notify the Administrative Agent and the Borrower, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make such Eurodollar Ratable Advances shall be suspended. Before giving any notice to the Administrative Agent and the Borrower pursuant to this Section 3.3, such Lender shall designate a different Lending Installation if such different Lending Installation is available to the applicable Lender, such designation will avoid the need for giving such notice and such designation will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Eurodollar Ratable Advances to maturity and shall so specify in such notice, each such Eurodollar Ratable Advances will automatically, upon such demand, be converted into an ABR Advance. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error), the Borrower notifies the Administrative Agent that it has determined, or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that (x) adequate and reasonable means do not exist for ascertaining the LIBO Rate (including, without limitation, because the LIBO Rate is not available or published on a current basis), for U.S. dollars and such Interest Period and such circumstances are unlikely to be temporary, (y) the circumstances set forth in clause (x) have not arisen but the supervisor for the administrator of the LIBO Rate or an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available, or used for determining the interest rates of loans, or (z) U.S. dollar-denominated syndicated credit facilities being executed at such time 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 replacement rate to replace the LIBO Rate, and the Administrative Agent, the Borrower or the Required Lenders, as applicable, have elected to declare that an “Early-Opt-in Election” has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Borrower or the Required Lenders of written notice of such election to the Administrative Agent, as applicable, then after such determination or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower shall endeavor to establish an alternative rate of interest and may amend this Agreement to replace the LIBO Rate with an alternate benchmark rate of interest (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the LIBO Rate (including modifications to clause (b) of the definition of “Federal Funds/Euro-Rate”) (any such proposed rate, a “LIBOR Successor Rate”), together with such other related changes to this Agreement as may be applicable, including any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary in Section 9.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date such proposed amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (x), (y) or (z) of the first sentence of this 3.3(b), only to the extent the LIBO Rate for U.S. dollars and such Interest Period is not available or published at such time on a current basis), (A) any Ratable Borrowing Notice that requests a Eurodollar Ratable Advance or a Federal Funds/Euro-Rate Advance shall be ineffective and (B) any Rate Option Notice that requests the conversion of any Term Advance to, or continuation of any Term Advance as, a Eurodollar Ratable Advance or a Federal Funds/Euro-Rate Advance shall be ineffective and such Term Advance shall be automatically converted at such time into an ABR Advance; provided that, if such LIBOR Successor Rate shall be less than zero, such LIBOR Successor Rate shall be deemed to be zero for the purposes of this Agreement.