Common use of Illegality; Inability to Determine Rates Clause in Contracts

Illegality; Inability to Determine Rates. Notwithstanding anything to the contrary contained herein, subject to the occurrence of a Benchmark Transition Event, if (a) Lender determines that any Law has made it unlawful, or any Governmental Authority has asserted that it is unlawful, for Lender to make or maintain a SOFR Loan or to maintain the Revolving Loan Commitment with respect to a SOFR Loan, or to determine or charge interest rates based on One Month Term SOFR or (b) Lender determines in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (i) One Month Term SOFR cannot be determined pursuant to the definition thereof, or (ii) adequate and fair means do not exist for ascertaining the interest rate applicable to SOFR Loans on the basis provided for in the definition of One Month Term SOFR, then Lender shall give prompt notice thereof to a Borrower and may (A) declare that SOFR Loans will not thereafter be made by Lender, such that any request for a SOFR Loan from Lender shall be deemed to be a request for a Prime Rate Loan unless Lxxxxx’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (a) or (b) above) and (B) require that all outstanding SOFR Loans made by Lender be converted to Prime Rate Loans immediately, in which event all outstanding SOFR Loans shall be so converted and all Obligations (except for the undrawn amount of any issued and outstanding letters of credit) shall bear interest at the Prime Rate in effect from time to time, plus the Applicable Margin.

Illegality; Inability to Determine Rates. Notwithstanding anything to the contrary contained herein, subject to the occurrence of a Benchmark Transition Event, if (a) Lender determines that Notwithstanding any Law has made it unlawfulother provision in this Agreement, or any Governmental Authority has asserted in the event that it is unlawful, becomes unlawful for a Lender to make or maintain a SOFR Loan or to maintain the Revolving Loan Commitment with respect to a SOFR Loan, or to determine or charge interest rates based on One Month Term SOFR or (b) Lender determines in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (i) One Month Term honor its obligation to make SOFR cannot be determined pursuant to the definition thereofRate Advances hereunder, or (ii) adequate maintain SOFR Rate Advances hereunder, then such Lender shall promptly notify the Agents and fair means do not exist for ascertaining the interest rate applicable Borrower thereof, and such Xxxxxx’s obligation to make or maintain SOFR Loans Rate Advances hereunder shall be suspended until such time as such Lender may again make and maintain SOFR Rate Advances, and such Xxxxxx’s outstanding SOFR Rate Advances shall be automatically converted into Base Rate Advances on the basis provided for in the definition of One Month Term SOFR, then date that such Lender shall give prompt notice thereof specify to a Borrower the Agents and may (A) declare that SOFR Loans will not thereafter be made by Lender, such that any request for a SOFR Loan from Lender shall be deemed to be a request for a Prime Rate Loan unless Lxxxxx’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (a) or Borrower. (b) above) and (B) require that all outstanding SOFR Loans made by Lender be converted to Prime Rate Loans immediately, in which event all outstanding SOFR Loans shall be so converted and all Obligations (except for Upon the undrawn amount occurrence of any issued event giving rise to a Lender’s suspending its obligation to make or maintain SOFR Rate Advances pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and outstanding letters maintain SOFR Rate Advances; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Xxxxxx), with the object of credit) shall bear interest at avoiding future consequence of the Prime Rate in effect from time event giving rise to time, plus the Applicable Marginoperation of any such provision.

Illegality; Inability to Determine Rates. Notwithstanding anything to the contrary contained herein, subject to the occurrence of a Benchmark Transition Event, if (a) Lender determines that Notwithstanding any Law has made it unlawfulother provision in this Agreement, or any Governmental Authority has asserted in the event that it is unlawful, becomes unlawful for a Lender to make or maintain a SOFR Loan or to maintain the Revolving Loan Commitment with respect to a SOFR Loan, or to determine or charge interest rates based on One Month Term SOFR or (b) Lender determines in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (i) One Month Term honor its obligation to make SOFR cannot be determined pursuant to the definition thereofRate Advances hereunder, or (ii) adequate maintain SOFR Rate Advances hereunder, then such Lender shall promptly notify the Agents and fair means do not exist for ascertaining the interest rate applicable Borrower thereof, and such Lender’s obligation to make or maintain SOFR Loans Rate Advances hereunder shall be suspended until such time as such Lender may again make and maintain SOFR Rate Advances, and such Lender’s outstanding SOFR Rate Advances shall be automatically converted into Base Rate Advances on the basis provided for in the definition of One Month Term SOFR, then date that such Lender shall give prompt notice thereof specify to a Borrower the Agents and may (A) declare that SOFR Loans will not thereafter be made by Lender, such that any request for a SOFR Loan from Lender shall be deemed to be a request for a Prime Rate Loan unless Lxxxxx’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (a) or Borrower. (b) above) and (B) require that all outstanding SOFR Loans made by Lender be converted to Prime Rate Loans immediately, in which event all outstanding SOFR Loans shall be so converted and all Obligations (except for Upon the undrawn amount occurrence of any issued event giving rise to a Lender’s suspending its obligation to make or maintain SOFR Rate Advances pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and outstanding letters maintain SOFR Rate Advances; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of credit) shall bear interest at avoiding future consequence of the Prime Rate in effect from time event giving rise to time, plus the Applicable Marginoperation of any such provision.

Illegality; Inability to Determine Rates. Notwithstanding anything to the contrary contained herein, subject to the occurrence of a Benchmark Transition Event, if (a) Lender determines that Notwithstanding any Law has made it unlawfulother provision in this Agreement, or any Governmental Authority has asserted in the event that it is unlawful, becomes unlawful for a Lender to make or maintain a SOFR Loan or to maintain the Revolving Loan Commitment with respect to a SOFR Loan, or to determine or charge interest rates based on One Month Term SOFR or (b) Lender determines in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (i) One Month Term honor its obligation to make SOFR cannot be determined pursuant to the definition thereofRate Advances hereunder, or (ii) adequate maintain SOFR Rate Advances hereunder, then such Lender shall promptly notify the Agents and fair means do not exist for ascertaining the interest rate applicable Borrower thereof, and such Xxxxxx’s obligation to make or maintain SOFR Loans Rate Advances hereunder shall be suspended until such time as such Lender may again 101 make and maintain SOFR Rate Advances, and such Xxxxxx’s outstanding SOFR Rate Advances 102 shall be automatically converted into Base Rate Advances on the basis provided for in the definition of One Month Term SOFR, then date that such Lender shall give prompt notice thereof specify to a Borrower the Agents and may (A) declare that SOFR Loans will not thereafter be made by Lender, such that any request for a SOFR Loan from Lender shall be deemed to be a request for a Prime Rate Loan unless Lxxxxx’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (a) or Borrower. (b) above) and (B) require that all outstanding SOFR Loans made by Lender be converted to Prime Rate Loans immediately, in which event all outstanding SOFR Loans shall be so converted and all Obligations (except for Upon the undrawn amount occurrence of any issued event giving rise to a Lender’s suspending its obligation to make or maintain SOFR Rate Advances pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and outstanding letters maintain SOFR Rate Advances; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of credit) shall bear interest at avoiding future consequence of the Prime Rate in effect from time event giving rise to time, plus the Applicable Marginoperation of any such provision.

Illegality; Inability to Determine Rates. Notwithstanding anything to the contrary contained herein, subject to the occurrence of a Benchmark Transition Event, if (a) Lender determines that Notwithstanding any Law has made it unlawfulother provision in this Agreement, or any Governmental Authority has asserted in the event that it is unlawful, becomes unlawful for a Lender to make or maintain a SOFR Loan or to maintain the Revolving Loan Commitment with respect to a SOFR Loan, or to determine or charge interest rates based on One Month Term SOFR or (b) Lender determines in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (i) One Month Term honor its obligation to make SOFR cannot be determined pursuant to the definition thereofRate Advances hereunder, or (ii) adequate maintain SOFR Rate Advances hereunder, then such Lender shall promptly notify the Agents and fair means do not exist for ascertaining the interest rate applicable Borrower thereof, and such Xxxxxx’s obligation to make or maintain SOFR Loans Rate Advances hereunder shall be suspended until such time as such Lender may again make and maintain SOFR Rate Advances, and such Xxxxxx’s outstanding SOFR Rate Advances shall be automatically converted into Base Rate Advances on the basis provided for in the definition of One Month Term SOFR, then date that such Lender shall give prompt notice thereof specify to a Borrower the Agents and may (A) declare that SOFR Loans will not thereafter be made by Lender, such that any request for a SOFR Loan from Lender shall be deemed to be a request for a Prime Rate Loan unless Lxxxxx’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (a) or Borrower. (b) above) and (B) require that all outstanding SOFR Loans made by Lender be converted to Prime Rate Loans immediately, in which event all outstanding SOFR Loans shall be so converted and all Obligations (except for Upon the undrawn amount occurrence of any issued event giving rise to a Lender’s suspending its obligation to make or maintain SOFR Rate Advances pursuant to Section 2.11(a), such Lender will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office if such designation would enable such Lender to again make and outstanding letters maintain SOFR Rate Advances; provided that such designation is made on such terms that such Lender and its lending office suffer no unreimbursed cost or material legal or regulatory disadvantage (as reasonably determined by such Lender), with the object of credit) shall bear interest at avoiding future consequence of the Prime Rate in effect from time event giving rise to time, plus the Applicable Marginoperation of any such provision.