Common use of Illegality of SOFR Loans Clause in Contracts

Illegality of SOFR Loans. In the event that on any date any Lender shall have determined (which determination shall be conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its SOFR Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination. Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Thereafter (A) the obligation of the Affected Lender to make Loans as, to convert Loans to or to continue Loans as SOFR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a SOFR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding SOFR Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to such Affected Loans or when required by law, (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination and (E) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (b) of the definition of “Base Rate”, in each case until the Affected Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a SOFR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of Section 2.6(d), to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all applicable Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above. Administrative Agent shall promptly notify each applicable Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this Section 2.6(c) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, SOFR Loans in accordance with the terms of this Agreement.

Illegality of SOFR Loans. In the event that on any date any Lender shall have determined determines in good faith (which determination shall will be final and conclusive and binding upon all parties hereto but shall will be made only after consultation with Company the Borrower and the Administrative Agent) that the making, maintaining or continuation of its SOFR Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), then, and in any such event, each such Lender shall will be an “Affected Lender” and it shall will on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and the Administrative Agent of such determination. determination (which notice the Administrative Agent shall will promptly notify transmit to each other Lender). If the Administrative Agent receives a notice from any Lender of pursuant to the receipt of such notice. Thereafter preceding sentence, then (A) the obligation of the Affected such Lender to make Loans as, or to convert Loans to or to continue Loans as to, SOFR Loans shall will be suspended until such notice shall be is withdrawn by the such Affected Lender, (B) to the extent such determination by the Affected Lender relates to a SOFR Loan then being requested by Company the Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/ContinuationContinuation Notice, the Affected such Lender shall make makes such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected such Lender’s obligation obligations to maintain its outstanding SOFR Loans (the “Affected Loans”) shall will be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to such the Affected Loans or when required by law, and (D) the Affected Loans shall will automatically convert into Base Rate Loans on the date of such termination and (E) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (b) of the definition of “Base Rate”, in each case until the Affected Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer existtermination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a SOFR Loan then being requested by Company the Borrower pursuant to a Funding Notice of Borrowing or a Notice of Conversion/ContinuationContinuation Notice, Company shall the Borrower will have the option, subject to the provisions of Section 2.6(d2.18(d), to rescind such Funding Notice of Borrowing or Notice of Conversion/Continuation Notice as to all applicable Lenders by giving written notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above. above (which notice of rescission the Administrative Agent shall will promptly notify transmit to each applicable Lender of the receipt of such noticeother Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.6(c2.18(c) shall will affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, SOFR Loans in accordance with the terms of this Agreementhereof.

Illegality of SOFR Loans. In the event that on any date If any Lender shall have reasonably 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, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (which determination shall be conclusive and binding upon all parties hereto but shall be made only after consultation with Company and through the Administrative Agent) that the making, maintaining or continuation of its SOFR Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawfulan “Illegality Notice”), then, and in (i) any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination. Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Thereafter (A) the obligation of the Affected Lender Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans as, or to convert Loans to or to continue Loans as SOFR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a SOFR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding SOFR Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to such Affected Loans or when required by law, (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination to SOFR Loans, shall be suspended, and (Eii) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (bc) of the definition of “Base Rate”, in each case until the Affected each affected Lender notifies the Administrative Agent and the Company Borrower that the circumstances giving rise to such determination no longer exist. Notwithstanding Upon receipt of an Illegality Notice, the foregoingBorrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the extent a determination Administrative Agent), prepay or, if applicable, convert all SOFR Loans to Base Rate Loans (the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by an Affected the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender as described above relates may not lawfully continue to a maintain such SOFR Loan then being requested Loans to such day, in each case until the Administrative Agent is advised in writing by Company each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of Section 2.6(d2.15(c), to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all applicable Lenders by giving notice . (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above. Administrative Agent shall promptly notify each applicable Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this Section 2.6(c) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, SOFR Loans in accordance with the terms of this Agreement.c)

Illegality of SOFR Loans. In the event that on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Company the Borrower and the Administrative Agent) that the making, maintaining or continuation of its SOFR Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), ) then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company the Borrower and the Administrative Agent of such determination. determination (which notice the Administrative Agent shall promptly notify transmit to each other Lender of the receipt of such noticeLender). Thereafter (Aa) the obligation of the Affected Lender to make Loans as, or to convert Loans to or to continue Loans as to, SOFR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (Bb) to the extent such determination by the Affected Lender relates to a SOFR Loan then being requested by Company pursuant to a the Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (Cc) the Affected Lender’s obligation to maintain its outstanding SOFR Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to such the Affected Loans or when required by law, and (Dd) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination and (E) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (b) of the definition of “Base Rate”, in each case until the Affected Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer existtermination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a SOFR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company the Borrower shall have the option, subject to the provisions of Section 2.6(d)2.6C, to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all applicable Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above. above (which notice of rescission the Administrative Agent shall promptly notify transmit to each applicable Lender of the receipt of such noticeother Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.6(c) 2.6B shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, SOFR Loans in accordance with the terms of this Agreement.

Illegality of SOFR Loans. In the event that on any date If any Lender shall have reasonably 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, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (which determination shall be conclusive and binding upon all parties hereto but shall be made only after consultation with Company and through the Administrative Agent) that the making, maintaining or continuation of its SOFR Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawfulan “Illegality Notice”), then, and in (i) any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination. Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Thereafter (A) the obligation of the Affected Lender Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans as, or to convert Loans to or to continue Loans as SOFR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a SOFR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding SOFR Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to such Affected Loans or when required by law, (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination to SOFR Loans, shall be suspended, and (Eii) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (bc) of the definition of “Base Rate”, in each case until the Affected each affected Lender notifies the Administrative Agent and the Company Borrower that the circumstances giving rise to such determination no longer exist. Notwithstanding Upon receipt of an Illegality Notice, the foregoingBorrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the extent a determination Administrative Agent), prepay or, if applicable, convert all SOFR Loans to Base Rate Loans (the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by an Affected the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender as described above relates may not lawfully continue to a maintain such SOFR Loan then being requested Loans to such day, in each case until the Administrative Agent is advised in writing by Company each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of Section 2.6(d2.15(c), to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all applicable Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above. Administrative Agent shall promptly notify each applicable Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this Section 2.6(c) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, SOFR Loans in accordance with the terms of this Agreement.

Illegality of SOFR Loans. In the event that on any date If any Lender shall have reasonably 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, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Lender to the Borrower (which determination shall be conclusive and binding upon all parties hereto but shall be made only after consultation with Company and through the Administrative Agent) that the making, maintaining or continuation of its SOFR Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawfulan “Illegality Notice”), then, and in (i) any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination. Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Thereafter (A) the obligation of the Affected Lender Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans as, or to convert Loans to or to continue Loans as SOFR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a SOFR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding SOFR Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to such Affected Loans or when required by law, (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination to SOFR Loans, shall be suspended, and (Eii) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (bc) of the definition of “Base Rate”, in each case until the Affected each affected Lender notifies the Administrative Agent and the Company Borrower that the circumstances giving rise to such determination no longer exist. Notwithstanding Upon receipt of an Illegality Notice, the foregoingBorrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the extent a determination Administrative Agent), prepay or, if applicable, convert all SOFR Loans to Base Rate Loans (the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by an Affected the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender as described above relates may not lawfully continue to a maintain such SOFR Loan then being requested Loans to such day, in each case until the Administrative Agent is advised in writing by Company each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of Section 2.6(d2.15(c), to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all applicable Lenders by giving notice . (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above. Administrative Agent shall promptly notify each applicable Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this Section 2.6(c) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, SOFR Loans in accordance with the terms of this Agreement.c)

Illegality of SOFR Loans. In the event that on any date If any Lender shall have reasonably 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, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (which determination shall be conclusive and binding upon all parties hereto but shall be made only after consultation with Company and through the Administrative Agent) that the making, maintaining or continuation of its SOFR Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawfulan “Illegality Notice”), then, and in (i) any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination. Administrative Agent shall promptly notify each other Lender of the receipt of such notice. Thereafter (A) the obligation of the Affected Lender Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans as, or to convert Loans to or to continue Loans as SOFR Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to the extent such determination by the Affected Lender relates to a SOFR Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to maintain its outstanding SOFR Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to such Affected Loans or when required by law, (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination to SOFR Loans, shall be 90 1223206.01A-CHISR02A1223231.10A-CHISR02A - MSW suspended, and (Eii) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (bc) of the definition of “Base Rate”, in each case until the Affected each affected Lender notifies the Administrative Agent and the Company Borrower that the circumstances giving rise to such determination no longer exist. Notwithstanding Upon receipt of an Illegality Notice, the foregoingBorrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the extent a determination Administrative Agent), prepay or, if applicable, convert all SOFR Loans to Base Rate Loans (the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by an Affected the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender as described above relates may not lawfully continue to a maintain such SOFR Loan then being requested Loans to such day, in each case until the Administrative Agent is advised in writing by Company each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of Section 2.6(d2.15(c), to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all applicable Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above. Administrative Agent shall promptly notify each applicable Lender of the receipt of such notice. Except as provided in the immediately preceding sentence, nothing in this Section 2.6(c) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, SOFR Loans in accordance with the terms of this Agreement.