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

Illegality; Inability to Determine Rates. (1) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make or maintain any Accommodations, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent the same is not chargeable under Law) or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits as U.S. Dollars in the London interbank market (other than any applicable default rate to the extent the same is not chargeable under Law), then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Accommodations, or take any necessary steps with respect to any Documentary Credit in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from an Encumbrance over real property pursuant to any Law of the United States or any state thereof, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided, that such determination or disclaimer shall not invalidate or render unenforceable such Encumbrance for the benefit of any other Lender.

Illegality; Inability to Determine Rates. (1) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make or maintain any Accommodations, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent the same is not chargeable under Law) or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits as U.S. Dollars in the London interbank market (other than any applicable default rate to the extent the same is not chargeable under Law), then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Accommodations, or take any necessary steps with respect to any Documentary Credit in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from an Encumbrance over real property pursuant to any Law of the United States or any state thereof, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided, that such determination or disclaimer shall not invalidate or render unenforceable such Encumbrance for the benefit of any other Lender.

Illegality; Inability to Determine Rates. (1) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make or maintain any Accommodations, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent the same is not chargeable under Law) or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits as U.S. Dollars in the London interbank market (other than any applicable default rate to the extent the same is not chargeable under Law), then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Accommodations, or take any necessary steps with respect to any Documentary Credit in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from an Encumbrance over real property pursuant to any Law of the United States or any state thereof, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided, that such determination or disclaimer shall not invalidate or render unenforceable such Encumbrance for the benefit of any other Lender.. (2) If the Majority Lenders or Administrative Agent determine that for any reason in connection with any request for a LIBOR Advance or a conversion to or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Advance, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Advance, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent - 117 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16 will promptly so notify the applicable Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Advances or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Advances in the amount specified therein. (3) ARTICLE 10

Illegality; Inability to Determine Rates. (1a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office Lending Office to make make, maintain or maintain any Accommodationsfund Loans whose interest is determined by reference to the Adjusted Daily Simple SOFR Rate or the Adjusted Term SOFR Rate, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent Adjusted Daily Simple SOFR Rate or the same is not chargeable under Law) Adjusted Term SOFR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits as U.S. of, Dollars in the London applicable interbank market (other than any applicable default rate each an “Affected SOFR Loan”), then (i) such Lender shall promptly give written notice of such circumstances to the extent the same is not chargeable under Law), then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any which notice shall be withdrawn whenever such circumstances no longer exist, (ii) the obligation of such Lender with respect hereunder to the activity that make Affected SOFR Loans, continue Affected SOFR Loans as such and to convert a Base Rate Loan to an Affected SOFR Loan shall forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or maintain such Affected SOFR Loans, such Lender shall then have a commitment only to make a Base Rate Loan when an Affected SOFR Loan is unlawful requested, and (iii) such Lender’s Loans then outstanding as Affected SOFR Loans, if any, shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise converted automatically to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender Base Rate Loans (with a copy to the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Accommodations, or take any necessary steps A) with respect to any Documentary Credit in order to avoid the activity that is unlawful. Upon any such prepayment or conversionTerm SOFR Loans, the applicable Borrower shall also pay accrued interest on the amount so prepaid respective last days of the then current Interest Periods or converted. Each Lender agrees within such earlier period as required by Law and (B) with respect to designate a different lending office if such designation will avoid the need for such notice and will notany Daily Simple SOFR Loans, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderimmediately. If any Lender determinessuch conversion or prepayment of an Affected SOFR Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Borrower shall pay to such Lender to hold or benefit from an Encumbrance over real property such amounts, if any, as may be required pursuant to any Law of the United States or any state thereof, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided, that such determination or disclaimer shall not invalidate or render unenforceable such Encumbrance for the benefit of any other LenderSection 3.05.

Illegality; Inability to Determine Rates. (1a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office Lending Office to make make, maintain or maintain fund or charge interest with respect to any AccommodationsExtension of Credit, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent the same is not chargeable under Law) a Relevant Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to determine or charge interest rates based upon a Relevant Rate purchase or sell, or to take deposits as U.S. of, Dollars or any Optional Currency in the London applicable interbank market (other than any applicable default rate to the extent the same is not chargeable under Law)market, then, on notice thereof by such Lender to the applicable Borrower Company through the Administrative Agent, (i) any obligation of such Lender with respect to make or continue Term SOFR Loans or Optional Currency Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the activity that is unlawful shall Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be suspended determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the applicable Borrower Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the applicable Borrower Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay all Term SOFR Loans or Optional Currency Loans, as applicable in the affected currency or currencies, or, if conversion would avoid the activity that is unlawfulapplicable, convert any Accommodationsall Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loans or Optional Currency Term Rate Loans to such day, or take any necessary steps with respect immediately, if such Lender may not lawfully continue to any Documentary Credit maintain such Term SOFR Loans or Optional Currency Term Rate Loans, as applicable, and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in order writing by such Lender that it is no longer illegal for such Lender to avoid determine or charge interest rates based upon the activity that is unlawfulSOFR. Upon any such prepayment or conversion, the applicable Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If together with any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from an Encumbrance over real property additional amounts required pursuant to any Law of the United States or any state thereof, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided, that such determination or disclaimer shall not invalidate or render unenforceable such Encumbrance for the benefit of any other LenderSection 2.18.

Illegality; Inability to Determine Rates. (1a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office Lending Office to make make, maintain or maintain any Accommodationsfund Loans whose interest is determined by reference to LIBOR, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent the same is not chargeable under Law) LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits as U.S. of, Dollars in the London interbank market (other than any applicable default rate to the extent the same is not chargeable under Law)market, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, (i) any obligation of such Lender with respect to the activity that is unlawful make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the LIBOR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable (x) Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawfulapplicable, convert any Accommodationsall LIBOR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the LIBOR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or take any necessary steps with respect immediately, if such Lender may not lawfully continue to any Documentary Credit maintain such LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon LIBOR, Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the LIBOR component thereof until Administrative Agent is advised in order writing by such Lender that it is no longer illegal for such Lender to avoid the activity that is unlawfuldetermine or charge interest rates based upon LIBOR. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from an Encumbrance over real property pursuant to any Law of the United States or any state thereof, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided, that such determination or disclaimer shall not invalidate or render unenforceable such Encumbrance for the benefit of any other Lender.

Illegality; Inability to Determine Rates. (1) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its - 101 - LEGAL_1:80104424.8 applicable lending office to make or maintain any Accommodations, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent the same is not chargeable under Law) or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits as U.S. Dollars in the London interbank market (other than any applicable default rate to the extent the same is not chargeable under Law), then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Accommodations, or take any necessary steps with respect to any Documentary Credit in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from an Encumbrance over real property pursuant to any Law of the United States or any state thereof, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided, that such determination or disclaimer shall not invalidate or render unenforceable such Encumbrance for the benefit of any other Lender.. (2) If the Majority Lenders or Administrative Agent determine that for any reason in connection with any request for a LIBOR Advance or a conversion to or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBOR Advance, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Advance, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Advances or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Advances in the amount specified therein. - 102 - LEGAL_1:80104424.8 ARTICLE 9

Illegality; Inability to Determine Rates. (1a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office Lending Office to make make, maintain or maintain any Accommodationsfund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon any particular rate (other than any applicable default rate to the extent the same is not chargeable under Law) Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits as U.S. of, Dollars in the London applicable interbank market (other than any applicable default rate each an “Affected Eurodollar Rate Loan”), then (a) such Lender shall promptly give written notice of such circumstances to the extent the same is not chargeable under Law), then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any which notice shall be withdrawn whenever such circumstances no longer exist, (b) the obligation of such Lender with respect hereunder to the activity that is unlawful make Affected Eurodollar Rate Loans, continue Affected Eurodollar Rate Loans as such and to convert a Base Rate Loan to an Affected Eurodollar Rate Loan shall forthwith be suspended cancelled and, until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination time as it shall no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Accommodations, or take any necessary steps with respect to any Documentary Credit in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, unlawful for such Lender to hold make or benefit from an Encumbrance over real property pursuant to any Law of the United States or any state thereofmaintain such Affected Eurodollar Rate Loans, such Lender shall then have a commitment only to make a Base Rate Loan when an Affected Eurodollar Rate Loan is requested, and (c) such Lender’s Loans then outstanding as Affected Eurodollar Rate Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by Law. If any such conversion or prepayment of an Affected Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may notify the Administrative Agent and disclaim any benefit of such security interest be required pursuant to the extent of such illegality; provided, that such determination or disclaimer shall not invalidate or render unenforceable such Encumbrance for the benefit of any other LenderSection 3.05.