Common use of Laws Affecting LIBOR RateSOFR Availability Clause in Contracts

Laws Affecting LIBOR RateSOFR Availability. If, after the date hereof, 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 the Swing Line Lender (or any of their respective Lending Installations) 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 any of the Lenders or the Swing Line Lender (or any of their respective Lending Installations) to honor its obligations hereunder to make or maintain any Eurodollar Loans or any Floating Rate Loan as to which the interest rate is determined by reference to the Eurodollar Base Rate,SOFR Advances or Swing Line Loans bearing interest at the SOFR Market Index Rate, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, the SOFR Market Index Rate or Term SOFR, such Lender or the Swing Line Lender, as the case may be, shall promptly give notice thereof to the Agent and the Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until theeach affected Lender or the Swing Line Lender, as applicable, notifies the Agent and the Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make Eurodollar Loans or Floating Rate Loans as to which the interest rate is determined by reference to the Eurodollar Base RateSOFR Loans or the obligation of the Swing Line Lender to make Swing Line Loans, as applicable, and the right of the Borrower to convert any Loan or continue any Loan as a Eurodollar Loan or a Floating Rate Loan as to which the interest rate is determined by reference to Eurodollar Base Rate shall be suspended and thereafter the Borrower may select only Floating Rate Loans as to which the interest rate is not determined by reference to the Eurodollar Base Rate hereunder, 55

Laws Affecting LIBOR RateSOFR Availability. If, after the date hereof, 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 the Swing Line Lender (or any of their respective Lending InstallationsOffices) 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 any of the Lenders or the Swing Line Lender (or any of their respective Lending InstallationsOffices) to honor its obligations hereunder to make or maintain any Eurodollar Loans or any Floating Rate Loan as to which the interest rate is determined by reference to the Eurodollar Base Rate,SOFR Advances or Swing Line Loans bearing interest at the SOFR Market Index RateLIBOR RateSOFR Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, the SOFR Market Index Rate or Term SOFR, such Lender or the Swing Line Lender, as the case may be, shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until theeach each affected Lender or the Swing Line Lender, as applicable, notifies the Administrative Agent and the Administrative Agent notifies the Borrower that suchthe circumstances giving rise to such circumstances determination no longer exist, (i) the obligations obligationsany obligation of the Lenders to make Eurodollar Loans or Floating Rate Loans as to which the interest rate is determined by reference to the Eurodollar Base LIBOR RateSOFR Loans or the obligation of the Swing Line Lender to make Swing Line Loans, as applicable, and the theany right of the Borrower to convert any Loan to a LIBOR RateSOFR Loan or continue any Loan as a Eurodollar Loan or a Floating Rate Loan as to which the interest rate is determined by reference to Eurodollar Base Rate LIBOR RateSOFR Loan, shall be suspended and thereafter the Borrower may select only Floating only(ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. 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 SOFR Loans to Base Rate Loans as and (ii)in each case, if any of the Lendersnecessary to which avoid such illegality, the interest rate is not determined by Administrative Agent shall compute the Base Rate without reference to clause (c) of the Eurodollar definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may 60 142128979_6 170630523_7 lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable theretosuch SOFR Loans to such day. Upon any such prepayment or conversion, the applicable LoanBorrower shall immediately be converted to a Base Rate hereunderLoan for the remainder of such Interest Periodalso pay accrued interest on the amount so prepaid or converted, 55together with any additional amounts required pursuant to Section 4.9.

Laws Affecting LIBOR RateSOFR Availability. IfSubject to clause (c) below, ifIf, after the date hereof, the introduction of, or any change in, any Applicable Law 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 the Swing Line Lender (or any of their respective Lending Installationslending officesLending 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 any of the Lenders or the Swing Line Lender (or any of their respective Lending Installationslending officesLending Offices) to honor its obligations hereunder to make or maintain any Eurodollar Loans or any Floating Rate Loan as to which the interest rate is determined by reference to the Eurodollar Base Rate,SOFR Advances or Swing Line Loans bearing interest at the SOFR Market Index RateLoanSOFR Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, the SOFR Market Index Rate or Term SOFR, such Lender or the Swing Line Lender, as the case may be, shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until theeach each affected Lender or the Swing Line Lender, as applicable, notifies the Administrative Agent and the Administrative Agent notifies the Borrower that suchthe circumstances giving rise to such circumstances determination no longer exist, (i) the obligations obligationsany obligation of the Lenders to make Eurodollar Loans or Floating Rate Loans as to which the interest rate is determined by reference to the Eurodollar Base RateSOFR Loans or the obligation of the Swing Line Lender to make Swing Line EurodollarSOFR Loans, as applicable, and the theany right of the Borrower to convert any Loan to a EurodollarSOFR Loan or continue any Loan as a Eurodollar Loan or a Floating Rate Loan as to which the interest rate is determined by reference to Eurodollar Base Rate EurodollarSOFR Loan, shall be suspended and thereafter the Borrower may select only Floating ABR Loans and (ii) if any of the Lenders(ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate Loans as to which the interest rate is not determined by without reference to clause (c) of the Eurodollar definition of “Alternate Base Rate”. 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 SOFR Loans to ABR Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate hereunderwithout reference to clause (c) of the definition of “Alternate Base Rate”), 55on 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 may not lawfully continue to maintain a Eurodollar Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to an ABR Loan for the remainder of such Interest Period.such SOFR Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so |US-DOCS\127003600.2131522459.11||

Laws Affecting LIBOR RateSOFR Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof of any Applicable Lawthereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or if compliance by any of the Lenders or the Swing Line Lender (or any of their respective Lending InstallationsOffices) 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 any of the Lenders or the Swing Line Lender (or any of their respective Lending InstallationsOffices) to honor its obligations hereunder to make or maintain any Eurodollar Loans LIBOR RateSOFR Loan, or any Floating Base Rate Loan as to which the interest rate is determined by reference to the Eurodollar Base Rate,SOFR Advances or Swing Line Loans bearing interest at the SOFR Market Index Rate, or to LIBORto determine or charge interest based upon SOFR, Adjusted Daily Simple SOFR, Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, the SOFR Market Index Rate or Term SOFR, such Lender or the Swing Line Lender, as the case may be, shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until theeach each affected Lender or the Swing Line Lender, as applicable, notifies the Administrative Agent and the Administrative Agent notifies the Borrower that suchthe circumstances giving rise to such circumstances determination no longer exist, (i) the obligations obligationsany obligation of the Lenders to make Eurodollar LIBOR RateDaily Simple SOFR Loans or Floating Rate Loans Base RateTerm SOFR Loans, as to which the interest rate is determined by reference to the Eurodollar Base RateSOFR Loans or the obligation of the Swing Line Lender to make Swing Line Loans, as applicableLIBORapplicable, and the theany right of the Borrower to convert any Loan to a LIBOR RateDaily Simple SOFR Loan or continue any Loan as a Eurodollar LIBOR Rate Loan or a Floating Base Rate Loan as to which the interest rate is determined by reference to Eurodollar Base Rate LIBOR shall be suspended and thereafter the Borrower may select only Floating a Term SOFR Loan, as applicable, shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. 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 affected SOFR Loans to Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”) (A) with respect to any Daily Simple SOFR Loans as to which, on the interest rate is not determined by reference to LIBOR hereunder, (ii) all Base Rate Loans shall cease to be determined by reference to LIBOR,Interest Payment Date therefor and (iiiB) ifwith respect to any of theTerm SOFR Loans, on the last day of the Interest Period therefor, if all affected Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR for the Eurodollar Base Rate hereunderremainder of such Interest Periodsuch SOFR Loans to such day, 55or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day. 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 4.9.

Laws Affecting LIBOR RateSOFR Availability. If, after the date hereof, 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 the Swing Line Lender (or any of their respective Lending Installations) 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 any of the Lenders or the Swing Line Lender (or any of their respective Lending Installations) to honor its obligations hereunder to make or maintain any Eurodollar Loans or any Floating Rate Loan as to which the interest rate is determined by reference to the Eurodollar Base Rate,SOFR Advances or Swing Line Loans bearing interest at the SOFR Market Index Rate, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, the SOFR Market Index Rate or Term SOFR, such Lender or the Swing Line Lender, as the case may be, shall promptly give notice thereof to the Agent and the Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until theeach affected Lender or the Swing Line Lender, as applicable, notifies the Agent and the Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make Eurodollar Loans or Floating Rate Loans as to which the interest rate is determined by reference to the Eurodollar Base RateSOFR Loans or the obligation of the Swing Line Lender to make Swing Line Loans, as applicable, and the right of the Borrower to convert any Loan or continue any Loan as a Eurodollar Loan or a Floating Rate Loan as to which the interest rate is determined by reference to Eurodollar Base Rate shall be suspended and thereafter the Borrower may select only Floating Rate Loans as to which the interest rate is not determined by reference to the Eurodollar Base Rate hereunder, 55(ii) all Floating Rate Loans shall cease to be determined by reference to the Eurodollar Base Rate and (iii) if any of the Lenders may not lawfully continue to maintain a Eurodollar Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Floating Rate Loan as to which the interest rate is not determined by reference to the Eurodollar Base Rate for the remainder of such Interest Period.SOFR Loan, shall be suspended and (ii) if necessary to avoid such illegality, the Agent shall compute the Alternate Base Rate without reference to clause (iii) of the definition of “Alternate Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, (A) upon demand from any Lender (with a copy to the Agent), prepay or, if applicable, convert all SOFR Advances to Floating Rate Advances (in each case, if necessary to avoid such illegality, the Agent shall compute the Alternate Base Rate without reference to clause (iii) of the definition of “Alternate Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Advances to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Advances to such day, or (B) prepay any Swing Line Loans bearing interest at the SOFR Market Index Rate immediately. 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 3.4. 57

Laws Affecting LIBOR RateSOFR Availability. If, after the date hereof, 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 the Swing Line Lender (or any of their respective Lending Installationslending 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 any of the Lenders or the Swing Line Lender (or any of their respective Lending Installationslending offices) to honor its obligations hereunder to make or maintain any Eurodollar Loans or any Floating Rate Loan as to which the interest rate is determined by reference to the Eurodollar Base Rate,SOFR Advances or Swing Line Loans bearing interest at the SOFR Market Index RateEurodollarSOFR Advance, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, the SOFR Market Index Rate or Term SOFR, such Lender or the Swing Line Lender, as the case may be, shall promptly give notice thereof to the Agent and the Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until theeach each affected Lender or the Swing Line Lender, as applicable, notifies the Agent and the Agent notifies the Borrower that suchthe circumstances giving rise to such circumstances determination no longer exist, (i) the obligations obligationsany obligation of the Lenders to make Eurodollar Loans or Floating Rate Loans as to which the interest rate is determined by reference to the Eurodollar Base RateSOFR Loans or the obligation of the Swing Line Lender to make Swing Line Loans, as applicableEurodollarSOFR Advances, and the theany right of the Borrower to convert any Loan to a EurodollarSOFR Advance or continue any Loan as a Eurodollar Loan or a Floating Rate Loan as to which the interest rate is determined by reference to Eurodollar Base Rate EurodollarSOFR Advance, shall be suspended and thereafter the Borrower may select only only(ii) if necessary to avoid such illegality, the Agent shall compute the CB Floating Rate Loans as to which the interest rate is not determined by Advances andwithout reference to clause (iic) if any of the affected Lendersof the definition of “CB Floating Rate”. 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 Agent), prepay or, if applicable, convert all SOFR Advances to CB Floating Rate Advances (in each case, if necessary to avoid such illegality, the Agent shall compute the CB Floating Rate without reference to clause (c) of the definition of “CB Floating Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Advances to such day, or immediately, if any Lender may not lawfully continue to maintain the affected Eurodollar Base Advance to the end of the then current Interest Period applicable theretosuch SOFR Advances to such day. Upon any such prepayment or conversion, the applicable LoanBorrower shall immediately be converted to a CB Floating Rate hereunderAdvance for the remainder of such Interest Periodalso pay accrued interest on the amount so prepaid or converted, 55together with any additional amounts required pursuant to Section 3.4.

Laws Affecting LIBOR RateSOFR Availability. If, after the date hereof, 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 the Swing Line Lender (or any of their respective Lending InstallationsOffices) 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 any of the Lenders or the Swing Line Lender (or any of their respective Lending InstallationsOffices) to honor its obligations hereunder to make or maintain any Eurodollar Loans or any Floating Rate Loan as to which the interest rate is determined by reference to the Eurodollar Base Rate,SOFR Advances or Swing Line Loans bearing interest at the SOFR Market Index RateLIBOR RateSOFR Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, the SOFR Market Index Rate or Term SOFR, such Lender or the Swing Line Lender, as the case may be, shall promptly give notice thereof to the Agent and the Agent shall promptly give notice to the Borrower Company and the other Lenders (an “Illegality Notice”). Thereafter, until theeach each affected Lender or the Swing Line Lender, as applicable, notifies the Agent and the Agent notifies the Borrower Company that suchthe circumstances giving rise to such circumstances determination no longer exist, (i) the obligations obligationsany obligation of the Lenders to make Eurodollar Loans or Floating Rate Loans as to which the interest rate is determined by reference to the Eurodollar Base LIBOR RateSOFR Loans or the obligation of the Swing Line Lender to make Swing Line Loans, as applicable, and the theany right of the Borrower Company to convert any Loan to a LIBOR RateSOFR Loan or continue any Loan as a Eurodollar Loan or a Floating Rate Loan as to which the interest rate is determined by reference to Eurodollar Base Rate LIBOR RateSOFR Loan, shall be suspended and thereafter the Borrower may select only Floating Base Rate Loans as and (ii) if any of the Lenders(ii) if necessary to which avoid such illegality, the interest rate is not determined by Agent shall compute the Base Rate without reference to clause (c) of the Eurodollar definition of “Base Rate”. Upon receipt of an Illegality Notice, the Company shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Agent), prepay or, if applicable, convert all SOFR Loans to Base Rate hereunderLoans (in each case, 55if necessary to avoid such illegality, the Agent shall compute the Base Rate 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 may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable theretosuch SOFR Loans to such day. Upon any such prepayment or conversion, the applicable LoanCompany shall immediately be converted to a Base Rate Loan for the remainder of such Interest Periodalso pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.15.