Common use of Illegality or Impracticability of Term SOFR Loans Clause in Contracts

Illegality or Impracticability of Term SOFR Loans. If, after the Closing Date, any Lender determines that the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective lending offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for a Lender to honor its obligations 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 (with a copy to the Administrative Agent) (an “Illegality Notice”), (a) any obligation of the Lenders to make Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall be suspended, and (b) 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 (iii) of the definition of “Base Rate”, in each case until each affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans to Base Rate Loans (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 (iii) 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 Term SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans to such day, in each case until the Administrative Agent is advised in writing by 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 Section 2.15(c).

Illegality or Impracticability of Term SOFR Loans. If, after In the Closing Date, event that on any date any Lender determines shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Borrower and Administrative Agent) that the introduction ofmaking, maintaining, or continuation of its Term SOFR Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any change inlaw, any applicable law or any change in the interpretation or administration thereof by any Governmental Authoritytreaty, central bank or comparable agency charged with the interpretation or administration thereofgovernmental rule, regulation, guideline, or compliance by any of the Lenders order (or any of their respective lending offices) would conflict with any request such treaty, governmental rule, regulation, guideline, or directive (whether or order not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for a Lender law even though the failure to honor its obligations to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFRcomply therewith would not be unlawful), or to determine or charge interest based upon SOFR(ii) has become impracticable, as a result of contingencies occurring after the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Lender to date hereof which materially and adversely affect the Borrower (with a copy to the Administrative Agent) (an “Illegality Notice”), (a) any obligation of the Lenders Lender’s ability to make Term SOFR LoansLoans and in any such event, such Lender shall be an “Affected Lender,” and any right it shall on that day give notice (by facsimile or by telephone confirmed in writing) to Xxxxxxxx and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter, (A) the obligation of the Borrower Affected Lender to continue make Loans as, or to convert Loans to, Term SOFR Loans or shall be suspended until such notice shall be withdrawn by the Affected Lender, (B) to convert Base Rate Loans the extent such determination by the Affected Lender relates to a Term SOFR Loans, shall be suspended, and (b) the interest rate on which Base Rate Loans shall, if necessary Loan then being requested by Borrower pursuant to avoid such illegality, be determined by the Administrative Agent without reference to clause (iii) of the definition of “Base Rate”, in each case until each affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality a Funding Notice or a Conversion/Continuation Notice, the Borrower shallAffected Lender shall make such Loan as (or continue such Loan as or convert such Loan to, if necessary as the case may be) a Base Rate Loan, (C) the Affected Lender’s obligation to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all maintain its outstanding Term SOFR Loans to Base Rate Loans (the interest rate on which Base Rate Loans shall, if necessary “Affected Loans”) shall be terminated at the earlier to avoid such illegality, be determined by the Administrative Agent without reference to clause (iii) occur of the definition of “Base Rate”), on the last day expiration of the Interest Period thereforthen in effect with respect to the Affected Loans or when required by law, if and (D) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Term SOFR Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all affected Lenders may lawfully continue by giving notice to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain such Loans as, or to convert Loans to, Term SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans to such day, in each case until accordance with the Administrative Agent is advised in writing by 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 Section 2.15(c)terms hereof.

Illegality or Impracticability of Term SOFR Loans. IfSubject to Section 2.21, after in the Closing Date, event that on any date any Lender determines shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the introduction ofmaking, maintaining or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or continuation of its Term SOFR Loans has become unlawful as a result of compliance by such Lender in good faith with any of the Lenders law, treaty, governmental rule, regulation, guideline or order (or any of their respective lending offices) would conflict with any request such treaty, governmental rule, regulation, guideline or directive (whether or order not having the force of law) of law even though the failure to comply therewith would not be unlawful), then, and in any such Governmental Authorityevent, central bank such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile, other electronic image scan transmission (e.g., pdf via email) or comparable agencyby telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from any Lender pursuant to the preceding sentence, shall make it unlawful or impossible for a then (w) the obligation of such Lender to honor its obligations to make, maintain or fund make Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFRas, or to determine or charge interest based upon SOFRconvert Loans to, the Term SOFR Reference Rate or Term SOFRLoans shall be suspended until such notice shall be withdrawn by such Lender, then, upon notice thereof (x) to the extent such determination by such Lender relates to a Term SOFR Loan then being requested by the Borrower pursuant to a Funding Notice or an Interest Election Request, such Lender shall make such Loan as (with or continue such Loan as or convert such Loan to, as the case may be) a copy to the Administrative Agent) (an “Illegality Notice”)Base Rate Loan, (ay) any obligation of the Lenders such Lender’s obligations to make Term SOFR Loans, and any right of the Borrower to continue maintain their respective outstanding Term SOFR Loans or to convert Base Rate Loans to Term SOFR (the “Affected Loans, ”) shall be suspended, and (b) terminated at the interest rate on which Base Rate Loans shall, if necessary earlier to avoid such illegality, be determined by the Administrative Agent without reference to clause (iii) occur of the definition of “Base Rate”, in each case until each affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans to Base Rate Loans (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 (iii) of the definition of “Base Rate”), on the last day expiration of the Interest Period thereforthen in effect with respect to the Affected Loans or when required by law, if all affected Lenders may lawfully continue and (z) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to maintain such the extent a determination by an Affected Lender as described above relates to a Term SOFR Loans Loan then being requested by the Borrower pursuant to such day, a Funding Notice or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans to such day, in each case until the Administrative Agent is advised in writing by 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 conversionan Interest Election Request, the Borrower shall also pay accrued interest have the option, subject to the provisions of Section 2.16(c), to rescind such Funding Notice or Interest Election Request as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the amount so prepaid date on which the Affected Lender gives notice of its determination as described above or convertedat any time thereafter prior to the date of the applicable Borrowing, together with any additional amounts required pursuant continuation or conversion, as applicable (which notice of rescission the Administrative Agent shall promptly transmit to Section 2.15(ceach other Lender).