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

Inability to Determine Rates; Illegality. (1) Subject to Section 2.15, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term Benchmark Advances or to convert ABR Advances to Xxxx Xxxxxxxxx Advances shall be suspended (to the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term Benchmark Advances (to the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term Benchmark Advances denominated in U.S. Dollars will be deemed to have been converted into ABR Advances. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 8. 01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on ABR Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate” until the Administrative Agent revokes such determination. - 69 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16 (2) 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, maintain or fund Advances whose interest is determined by reference to any Term Benchmark, or to determine or charge interest rates based upon any Term Benchmark, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Term Benchmark Advances or to convert ABR Advances to Xxxx Xxxxxxxxx Advances shall be suspended, and (b) the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”, in each case until such Xxxxxx notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term Benchmark Advances of such Lender to ABR Advances (the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”), on the interest payment date therefor, if such Lender may lawfully continue to maintain such Term Benchmark Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Advances and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the ABR Rate applicable to such Lender without reference to clause (c) of the definition of “ABR Rate” until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon any Term Benchmark.

Inability to Determine Rates; Illegality. (1) Subject to Section 2.15, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term Benchmark Advances or to convert ABR Advances to Xxxx Xxxxxxxxx Advances shall be suspended (to the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term Benchmark Advances (to the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term Benchmark Advances denominated in U.S. Dollars will be deemed to have been converted into ABR Advances. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 8. 018.01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on ABR Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate” until the Administrative Agent revokes such determination. - 69 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16. (2) 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, maintain or fund Advances whose interest is determined by reference to any Term Benchmark, or to determine or charge interest rates based upon any Term Benchmark, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Term Benchmark Advances or to convert ABR Advances to Xxxx Xxxxxxxxx Advances shall be suspended, and (b) the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”, in each case until such Xxxxxx Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term Benchmark Advances of such Lender to ABR Advances (the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”), on the interest payment date therefor, if such Lender may lawfully continue to maintain such Term Benchmark Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Advances and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the ABR Rate applicable to such Lender without reference to clause (c) of the definition of “ABR Rate” until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon any Term Benchmark.

Inability to Determine Rates; Illegality. (1a) Subject to Section 2.15, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement or “Term Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term Benchmark Advances SOFR Loans or to convert ABR Advances Base Rate Loans to Xxxx Xxxxxxxxx Advances Term SOFR Loans shall be suspended (to the extent of the affected Term Benchmark Advances SOFR Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term Benchmark Advances SOFR Loans (to the extent of the affected Term Benchmark Advances SOFR Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term Benchmark Advances denominated in U.S. Dollars SOFR Loans will be deemed to have been converted into ABR AdvancesBase Rate Loans. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 82. 01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on ABR Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate” until the Administrative Agent revokes such determination. - 69 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16 (2) 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, maintain or fund Advances whose interest is determined by reference to any Term Benchmark, or to determine or charge interest rates based upon any Term Benchmark, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Term Benchmark Advances or to convert ABR Advances to Xxxx Xxxxxxxxx Advances shall be suspended, and (b) the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”, in each case until such Xxxxxx notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term Benchmark Advances of such Lender to ABR Advances (the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”), on the interest payment date therefor, if such Lender may lawfully continue to maintain such Term Benchmark Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Advances and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the ABR Rate applicable to such Lender without reference to clause (c) of the definition of “ABR Rate” until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon any Term Benchmark.

Inability to Determine Rates; Illegality. (1a) Subject to Section 2.155.5, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” SOFR cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term Benchmark Advances SOFR Loans or to convert ABR Advances Base Rate Loans to Xxxx Xxxxxxxxx Advances Term SOFR Loans shall be suspended (to the extent of the affected Term Benchmark Advances SOFR Loans or, in the case of a Term Benchmark SOFR Borrowing, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term Benchmark Advances SOFR Loans (to the extent of the affected Term Benchmark Advances SOFR Loans or, in the case of a Term Benchmark SOFR Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark SOFR Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term Benchmark Advances denominated in U.S. Dollars SOFR Loans will be deemed to have been converted into ABR AdvancesBase Rate Loans. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 8. 015.4. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” SOFR cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on ABR Advances Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Base Rate” until the Administrative Agent revokes such determination. - 69 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16. (2a) If as a result of any Change in Law occurring after the later of the Agreement Restatement Effective Date or the date that a Lender determines that any Law became a party to this Agreement, has made it unlawful, or that any central bank or other Governmental Authority has asserted after such date that it is unlawful, for any such Lender or its applicable lending office to make, maintain or fund Advances whose interest is determined by reference to any make LIBOR Term Benchmark, or to determine or charge interest rates based upon any Term BenchmarkSOFR Loans, then, upon on notice thereof by such that Lender to the Borrower (through the Administrative Agent), (a) any obligation of such that Lender to make or continue LIBOR Term Benchmark Advances or to convert ABR Advances to Xxxx Xxxxxxxxx Advances SOFR Loans shall be suspended, and (b) the interest rate on which ABR Advances of such suspended until that Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”, in each case until such Xxxxxx notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt . (b) If a Lender determines that, as a result of a Change in Law occurring after the later of the Agreement Restatement Effective Date and the date such noticeLender became a party hereto, (i) it is unlawful to maintain any LIBOR Term SOFR Loan, the Borrower shall, upon its receipt of notice of such fact and demand from such Lender (with a copy to the Administrative Agent), prepay orin full such LIBOR Term SOFR Loans of that Lender then outstanding, together with interest accrued thereon and amounts required under Section 5.4, either on the last day of the Interest Period, if applicable, convert all Term Benchmark Advances of such Lender to ABR Advances (the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”), on the interest payment date therefor, if such that Lender may lawfully continue to maintain such LIBOR Term Benchmark Advances SOFR Loans to such day, or immediately, if such that Lender may not lawfully continue to maintain such LIBOR Term Benchmark Advances and (ii) if necessary SOFR Loans. If the Borrower is required to avoid so prepay any LIBOR Term SOFR Loans, then concurrently with such illegalityprepayment, the Administrative Agent Borrower shall during borrow from the period affected Lender, in the amount of such suspension compute the ABR repayment, a Base Rate applicable to such Lender without reference to clause (c) of the definition of “ABR Rate” until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon any Term BenchmarkLoan.

Inability to Determine Rates; Illegality. (1) Subject to Section 2.152.14, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term Benchmark Advances or to convert ABR Base Rate Advances to Xxxx Xxxxxxxxx Advances shall be suspended (to the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term Benchmark Advances (to the extent of the affected Term Benchmark Advances or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term Benchmark Advances denominated in U.S. Dollars will be deemed to have been converted into ABR AdvancesBase Rate Loans. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 8. 018.01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Benchmark” cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on ABR Base Rate Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Base Rate” until the Administrative Agent revokes such determination. - 69 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16. (2) 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, maintain or fund Advances whose interest is determined by reference to any Term Benchmark, or to determine or charge interest rates based upon any Term Benchmark, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Term Benchmark Advances or to convert ABR Base Rate Advances to Xxxx Xxxxxxxxx Term Benchmark Advances shall be suspended, and (b) the interest rate on which ABR Base Rate Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”, in each case until such Xxxxxx notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term Benchmark Advances of such Lender to ABR Advances (the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”), on the interest payment date therefor, if such Lender may lawfully continue to maintain such Term Benchmark Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Advances and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the ABR Rate applicable to such Lender without reference to clause (c) of the definition of “ABR Rate” until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon any Term Benchmark.clause