Common use of LIBO Rate Protection; Illegality Clause in Contracts

LIBO Rate Protection; Illegality. (a) If at any time the Facility Agent is unable to obtain on a timely basis the information necessary to determine the LIBO Rate or CDOR Rate for any proposed Rate Period, then: (i) the Facility Agent shall forthwith notify each Administrator, Lender and SPV that the LIBO Rate or CDOR Rate cannot be determined for such Rate Period, and (ii) while such circumstances exist, none of the Facility Agent, any Administrator or any Lender shall allocate any Tranches made during such period or reallocate any Tranches allocated to any then existing Rate Period ending during such period, to a Rate Period with respect to which interest is calculated by reference to the LIBO Rate or CDOR Rate, as applicable. (b) If, with respect to any Tranche and any Rate Period, any Lender notifies the Facility Agent and the applicable Administrator that it is unable to obtain matching deposits in the London interbank market to fund its funding or maintenance of such Tranche or that the Adjusted LIBO Rate or CDOR Rate applicable to such Tranche will not adequately reflect the cost to such Lender of funding or maintaining such Tranche for such Rate Period, then (i) the applicable Administrator shall forthwith so notify each SPV, the Facility Agent and the Lenders and (B) upon such notice and thereafter while such circumstances exist none of the Administrator, the Facility Agent, or such Lender shall allocate any other Tranche with respect to Loans made during such period or reallocate any Tranche allocated to any Rate Period ending during such period, to a Rate Period with respect to which interest is calculated by reference to the LIBO Rate or CDOR Rate, as applicable. (c) Notwithstanding any other provision of this Agreement, if any Lender shall notify the applicable Administrator and the Facility Agent that such Person has determined that the introduction of or any change in or in the interpretation of any Law makes it unlawful (for such Lender), or any central bank or other Official Body asserts that it is unlawful, for such Lender to fund the funding or maintenance of any Tranche accruing interest calculated by reference to the LIBO Rate or CDOR Rate, then (A) as of the effective date of such notice from such Person to the SPVs, the Facility Agent and the Administrator, the obligation or ability of the Lender to fund the making or maintenance of any Tranche accruing interest calculated by reference to the LIBO Rate or CDOR Rate, as applicable, shall be suspended until such Person notifies the SPVs, the Facility Agent and the Administrator that the circumstances causing such suspension no longer exist, (B) each Tranche of U.S. Loans made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing interest calculated by reference to the LIBO Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue interest calculated by reference to the (i) the Base Rate plus (ii) the Applicable Margin or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing interest calculated by reference to the LIBO Rate until the end of the applicable Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue interest at (i) the Base Rate plus (ii) the Applicable Margin from the effective date of such notice, and (C) each Tranche of Canadian Loans made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing interest calculated by reference to the CDOR Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue interest calculated by reference to the (i) the Canadian Prime Rate plus (ii) the Applicable Margin or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing interest calculated by reference to the CDOR Rate until the end of the applicable Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue interest at (i) the Canadian Prime Rate plus (ii) the Applicable Margin from the effective date of such notice.

LIBO Rate Protection; Illegality. (ai) If at any time the Facility a Managing Agent is unable to obtain on a timely basis the information necessary to determine the LIBO Rate or CDOR Rate for any proposed Rate Period, then: (iA) the Facility such Managing Agent shall forthwith notify each Administrator, Lender the Investor Group and the SPV that the LIBO Rate or CDOR Rate cannot be determined for such Rate Period, and (iiB) while such circumstances exist, none no member of the Facility Agent, any Administrator or any Lender such Investor Group shall allocate any Tranches Portions of Investment with respect to Investments made during such period or reallocate any Tranches Portions of Investment allocated to any then existing Rate Period ending during such period, to a Rate Period with respect to which interest Yield is calculated by reference to the LIBO Rate or CDOR Rate, as applicable. (bii) If, with respect to any Tranche and any outstanding Rate Period, any Lender Conduit Investor or Committed Investor on behalf of which a Managing Agent holds any Portion of Investment notifies the Facility such Managing Agent and the applicable Administrator that it is unable to obtain matching deposits in the London interbank market to fund its funding purchase or maintenance of such Tranche Portion of Investment or that the Adjusted LIBO Rate or CDOR Rate applicable to such Tranche Portion of Investment will not adequately reflect the cost to such Lender the Investor of funding or maintaining such Tranche Portion of Investment for such Rate Period, then (iA) the applicable Administrator such Managing Agent shall forthwith so notify each SPV, the Facility Agent SPV and the Lenders Investors and (B) upon such notice and thereafter while such circumstances exist none no member of the Administrator, the Facility Agent, or such Lender Investor Group shall allocate any other Tranche Portions of Investment with respect to Loans Investments made during such period or reallocate any Tranche Portion of Investment allocated to any Rate Period ending during such period, to a Rate Period with respect to which interest Yield is calculated by reference to the LIBO Rate or CDOR Rate, as applicable. (ciii) Notwithstanding any other provision of this Agreement, if any Lender Conduit Investor or Committed Investor, as applicable, shall notify the applicable Administrator and the Facility their Managing Agent that such Person Investor has determined that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such Lendera Conduit Investor or a Committed Investor, as applicable), or any central bank or other Official Body asserts that it is unlawful, for such Lender Conduit Investor or Committed Investor, as applicable, to fund the funding purchases or maintenance of any Tranche Portion of Investment accruing interest Yield calculated by reference to the LIBO Rate or CDOR Rate, then (A) as of the effective date of such notice from such Person Investor to the SPVs, the Facility Agent and the Administratorapplicable Managing Agent, the obligation or ability of the Lender such Conduit Investor or Committed Investor, as applicable, to fund the making or maintenance of any Tranche Portion of Investment accruing interest Yield calculated by reference to the LIBO Rate or CDOR Rate, as applicable, shall be suspended until such Person Investor notifies the SPVs, the Facility applicable Managing Agent and the Administrator that the circumstances causing such suspension no longer exist, exist and (B) each Tranche Portion of U.S. Loans Investment made or maintained by such Person Investor shall either (1) if such Person Investor may lawfully continue to maintain such Tranche Portion of Investment accruing interest Yield calculated by reference to the LIBO Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue interest Yield calculated by reference to the (i) the Base Rate plus (ii) the Applicable Margin or (2) if such Person Investor shall determine that it may not lawfully continue to maintain such Tranche Portion of Investment accruing interest Yield calculated by reference to the LIBO Rate until the end of the applicable Rate Period, such Person’s Investor's share of such Tranche Portion of Investment allocated to such Rate Period shall be deemed to accrue interest Yield at (i) the Base Rate plus (ii) the Applicable Margin from the effective date of such notice, and (C) each Tranche of Canadian Loans made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing interest calculated by reference to the CDOR Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue interest calculated by reference to the (i) the Canadian Prime Rate plus (ii) the Applicable Margin or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing interest calculated by reference to the CDOR Rate notice until the end of the applicable such Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue interest at (i) the Canadian Prime Rate plus (ii) the Applicable Margin from the effective date of such notice.

LIBO Rate Protection; Illegality. (a) If at any time the Facility Agent is unable to obtain on a timely basis the information necessary to determine the LIBO Rate or CDOR Rate for any proposed Rate PeriodRate, then: (i) the Facility Agent shall forthwith notify each Administrator, Lender and the SPV that the LIBO Rate or CDOR Rate cannot be determined for such Rate Perioddetermined, and (ii) while such circumstances exist, none of the Facility Agent, any Administrator or any Lender no Loans shall allocate any Tranches made during such period or reallocate any Tranches allocated to any then existing Rate Period ending during such period, to a Rate Period with respect to which accrue interest is calculated by reference to the LIBO Rate or CDOR Rate, as applicable. (b) If, with respect to any Tranche and any Rate Period, If any Lender notifies the Facility Agent and the applicable Administrator that it is unable to obtain matching deposits in the London interbank market to fund its funding or maintenance of such Tranche Loans or that the Adjusted Three Month LIBO Rate or CDOR Rate applicable to such Tranche will not adequately reflect the cost to such Lender of funding or maintaining such Tranche for such Rate PeriodLoans, then (i) the applicable Administrator shall forthwith so notify each the SPV, the Facility Agent and the Lenders and (B) upon such notice and thereafter while such circumstances exist none of the Administrator, the Facility Agent, or such Lender shall allocate any other Tranche with respect to advance Loans made during such period or reallocate any Tranche allocated to any Rate Period ending during such period, to at a Rate Period with respect to which rate of interest is calculated by reference to the LIBO Rate or CDOR Rate, as applicable. (c) Notwithstanding any other provision of this Agreement, if any Lender shall notify the applicable Administrator and the Facility Agent that such Person has determined (or has been notified by any Liquidity Bank) that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such LenderLender or such Liquidity Bank, as applicable), or any central bank or other Official Body asserts that it is unlawful, for such Lender or such Liquidity Bank, as applicable, to fund the funding or maintenance of any Tranche Loan accruing interest calculated by reference to the LIBO Rate or CDOR Rate, then (A) as of the effective date of such notice from such Person to the SPVsSPV, the Facility Agent and the Administrator, the obligation or ability of the Lender to fund the making or maintenance of any Tranche Loan accruing interest calculated by reference to the LIBO Rate or CDOR Rate, as applicable, shall be suspended until such Person notifies the SPVsSPV, the Facility Agent and the Administrator that the circumstances causing such suspension no longer exist, exist and (B) each Tranche of U.S. Loans Loan made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing interest calculated by reference to the LIBO Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue interest calculated by reference to the (i) the Base Rate plus (ii) the Applicable Margin or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing interest calculated by reference to the LIBO Rate until the end of the applicable Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue interest at (i) the Base Rate plus (ii) the Applicable Margin from the effective date of such notice, and (C) each Tranche of Canadian Loans made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing interest calculated by reference to the CDOR Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue interest calculated by reference to the (i) the Canadian Prime Rate plus (ii) the Applicable Margin or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing interest calculated by reference to the CDOR Rate until the end of the applicable Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue interest at (i) the Canadian Prime Rate plus (ii) the Applicable Margin from the effective date of such notice.

LIBO Rate Protection; Illegality. (a) If at any time the Facility Agent is unable to obtain on a timely basis the information necessary to determine the LIBO Rate or CDOR Rate for any proposed Rate Period, then: (i) the Facility Agent shall forthwith notify each Administrator, Lender and the SPV that the LIBO Rate or CDOR Rate cannot be determined for such Rate Period, and (ii) while such circumstances exist, none of the Facility Agent, any Administrator or any Lender shall allocate any Tranches made during such period or reallocate any Tranches allocated to any then existing Rate Period ending during such period, to a Rate Period with respect to which interest is calculated by reference to the LIBO Rate or CDOR Rate, as applicable. (b) If, with respect to any Tranche and any Rate Period, any Lender notifies the Facility Agent and the applicable Administrator that it is unable to obtain matching deposits in the London interbank market to fund its funding or maintenance of such Tranche or that the Adjusted LIBO Rate or CDOR Rate applicable to such Tranche will not adequately reflect the cost to such Lender of funding or maintaining such Tranche for such Rate Period, then (i) the applicable Administrator shall forthwith so notify each the SPV, the Facility Agent and the Lenders and (B) upon such notice and thereafter while such circumstances exist none of the Administrator, the Facility Agent, or such Lender shall allocate any other Tranche with respect to Loans made during such period or reallocate any Tranche allocated to any Rate Period ending during such period, to a Rate Period with respect to which interest is calculated by reference to the LIBO Rate or CDOR Rate, as applicable. (c) Notwithstanding any other provision of this Agreement, if any Lender shall notify the applicable Administrator and the Facility Agent that such Person has determined (or has been notified by any Liquidity Bank) that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such LenderLender or such Liquidity Bank, as applicable), or any central bank or other Official Body asserts that it is unlawful, for such Lender or such Liquidity Bank, as applicable, to fund the funding or maintenance of any Tranche accruing interest calculated by reference to the LIBO Rate or CDOR Rate, then (A) as of the effective date of such notice from such Person to the SPVsSPV, the Facility Agent and the Administrator, the obligation or ability of the Lender to fund the making or maintenance of any Tranche accruing interest calculated by reference to the LIBO Rate or CDOR Rate, as applicable, shall be suspended until such Person notifies the SPVsSPV, the Facility Agent and the Administrator that the circumstances causing such suspension no longer exist, exist and (B) each Tranche of U.S. Loans made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing interest calculated by reference to the LIBO Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue interest calculated by reference to the (i) the Base Rate plus (ii) the Applicable Margin or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing interest calculated by reference to the LIBO Rate until the end of the applicable Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue interest at (i) the Base Rate plus (ii) the Applicable Margin from the effective date of such notice, and (C) each Tranche of Canadian Loans made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing interest calculated by reference to the CDOR Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue interest calculated by reference to the (i) the Canadian Prime Rate plus (ii) the Applicable Margin or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing interest calculated by reference to the CDOR Rate notice until the end of the applicable such Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue interest at (i) the Canadian Prime Rate plus (ii) the Applicable Margin from the effective date of such notice.

LIBO Rate Protection; Illegality. (a) If at any time the Facility Agent is unable to obtain on a timely basis the information necessary to determine the LIBO Rate or CDOR Rate for any proposed Rate Period, then: (i) the Facility Agent shall forthwith notify each Administrator, Lender and the SPV that the LIBO Rate or CDOR Rate cannot be determined for such Rate Period, and (ii) while such circumstances exist, none of the Facility Agent, any Administrator or any Lender shall allocate any Tranches made during such period or reallocate any Tranches allocated to any then existing Rate Period ending during such period, to a Rate Period with respect to which interest is calculated by reference to the LIBO Rate or CDOR Rate, as applicable. (b) If, with respect to any Tranche and any Rate Period, any Lender notifies the Facility Agent and the applicable Administrator that it is unable to obtain matching deposits in the London interbank market to fund its funding or maintenance of such Tranche or that the Adjusted LIBO Rate or CDOR Rate applicable to such Tranche will not adequately reflect the cost to such Lender of funding or maintaining such Tranche for such Rate Period, then (i) the applicable Administrator shall forthwith so notify each the SPV, the Facility Agent and the Lenders and (B) upon such notice and thereafter while such circumstances exist none of the Administrator, the Facility Agent, or such Lender shall allocate any other Tranche with respect to Loans made during such period or reallocate any Tranche allocated to any Rate Period ending during such period, to a Rate Period with respect to which interest is calculated by reference to the LIBO Rate or CDOR Rate, as applicable. (c) Notwithstanding any other provision of this Agreement, if any Lender shall notify the applicable Administrator and the Facility Agent that such Person has determined that the introduction of or any change in or in the interpretation of any Law makes it unlawful (for such Lender)unlawful, or any central bank or other Official Body asserts that it is unlawful, for such Lender to fund the funding or maintenance of any Tranche accruing interest calculated by reference to the LIBO Rate or CDOR Rate, then (A) as of the effective date of such notice from such Person to the SPVsSPV, the Facility Agent and the Administrator, the obligation or ability of the Lender to fund the making or maintenance of any Tranche accruing interest calculated by reference to the LIBO Rate or CDOR Rate, as applicable, shall be suspended until such Person notifies the SPVsSPV, the Facility Agent and the Administrator that the circumstances causing such suspension no longer exist, exist and (B) each Tranche of U.S. Loans made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing interest calculated by reference to the LIBO Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue interest calculated by reference to the (i) the Base Rate plus (ii) the Applicable Margin or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing interest calculated by reference to the LIBO Rate until the end of the applicable Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue interest at (i) the Base Rate plus (ii) the Applicable Margin from the effective date of such notice, and (C) each Tranche of Canadian Loans made or maintained by such Person shall either (1) if such Person may lawfully continue to maintain such Tranche accruing interest calculated by reference to the CDOR Rate until the last day of the applicable Rate Period, be reallocated on the last day of such Rate Period to another Rate Period and shall accrue interest calculated by reference to the (i) the Canadian Prime Rate plus (ii) the Applicable Margin or (2) if such Person shall determine that it may not lawfully continue to maintain such Tranche accruing interest calculated by reference to the CDOR Rate notice until the end of the applicable such Rate Period, such Person’s share of such Tranche allocated to such Rate Period shall be deemed to accrue interest at (i) the Canadian Prime Rate plus (ii) the Applicable Margin from the effective date of such notice.