Common use of Limitation on Types of Loans; Illegality Clause in Contracts

Limitation on Types of Loans; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any Benchmark, the Lender determines, which determination shall be conclusive, that (i) the making or maintenance of such Benchmark would violate any applicable Law, whether or not having the force of law, or (ii) that quotations of interest rates for the relevant deposits referred to in the definition of any Benchmark are not being provided in the relevant amounts, or that funds of a type and maturity appropriate to match fund such Benchmark are not available, or that the rate of interest based on such Benchmark on any Loan is not likely to adequately cover the cost to the Lender of making or maintaining such Loan, then (x) in the case of clause (i), immediately upon such determination by the Lender, the availability of such Benchmark shall be suspended and any Loans based on such impacted Benchmark that are outstanding at that time shall be converted to either, at the Lender’s option, (a) Base Rate Loans or (b) Loans bearing interest at a rate per annum as determined by the Lender in its sole discretion pursuant to the definition of “Benchmark Replacement”, and (y) in the case of clause (ii), (1) immediately upon such determination by the Lender, the availability of such Benchmark shall be suspended, and (2) any Loans based on such impacted Benchmark that are outstanding at that time shall be converted at the beginning of the Interest Period immediately following such determination to either, at the Lender’s option, (a) Base Rate Loans or (b) Loans bearing interest at a rate per annum as determined by the Lender in its sole discretion pursuant to the definition of “Benchmark Replacement”.

Limitation on Types of Loans; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any Benchmark, Eurodollar Rate: (a) the Lender Agent determines, which determination shall be conclusive, that (i) the making or maintenance of such Benchmark would violate any applicable Law, whether or not having the force of law, or (ii) that quotations of interest rates for the relevant deposits referred to in the definition of any Benchmark “Eurodollar Rate” in Section 1.01 hereof are not being provided in the relevant amountsamounts or for the relevant maturities for purposes of determining rates of interest for Loans as provided herein; or (b) any Lender determines, or which determination shall be conclusive, that funds the relevant rate of a type and maturity appropriate interest referred to match fund such Benchmark are not available, or that in the definition of “Eurodollar Rate” in Section 1.01 hereof upon the basis of which the rate of interest based on such Benchmark on any Loan for Loans is to be determined is not likely adequately to adequately cover the cost to the such Lender of making or maintaining Loans; or (c) it becomes unlawful for any Lender to honor its obligation to make or maintain Loans hereunder using a Eurodollar Rate; then the Agent or such LoanLender, then (x) in as the case of clause (i)may be, immediately upon shall give the Borrowers prompt notice thereof and, so long as such determination by the Lendercondition remains in effect, the availability of such Benchmark each applicable Lender shall be suspended under no obligation to make additional Loans, and any each Borrower shall, at its sole option and discretion, either prepay all such Loans based as may be outstanding or pay interest on such impacted Benchmark that are outstanding at that time shall be converted to either, at the Lender’s option, (a) Base Rate Loans or (b) Loans bearing interest at a rate per annum as determined equal to the Federal Loan Rate; provided, that if a Lender determines not to make any additional Loans, then the Borrowers shall be reimbursed a pro rata portion of the fees paid pursuant to Section 3.04, the amount of any such reimbursement shall be based (i) if the determination not to make any additional Loans is made prior to the one year anniversary of the Effective Date, upon the number of days elapsed from the Effective Date to date of such determination solely with respect to the amount of the commitment and structuring fees received by Concord and the Agent, respectively, pursuant to Section 3.04(a) or (ii) if the determination not to make any additional Loans is made on or after the one year anniversary of the Effective Date, upon the number of days elapsed from the one year anniversary of the Effective Date to date of such determination solely with respect to the amount of the structuring fee received by the Lender in its sole discretion Agent pursuant to the definition of “Benchmark Replacement”, and (y) in the case of clause (iiSection 3.04(b), (1) immediately upon such determination by the Lender, the availability of such Benchmark shall be suspended, and (2) any Loans based on such impacted Benchmark that are outstanding at that time shall be converted at the beginning of the Interest Period immediately following such determination to either, at the Lender’s option, (a) Base Rate Loans or (b) Loans bearing interest at a rate per annum as determined by the Lender in its sole discretion pursuant to the definition of “Benchmark Replacement”.

Limitation on Types of Loans; Illegality. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any Benchmark, Eurodollar Rate: (a) the Lender Agent determines, which determination shall be conclusive, that (i) the making or maintenance of such Benchmark would violate any applicable Law, whether or not having the force of law, or (ii) that quotations of interest rates for the relevant deposits referred to in the definition of any Benchmark “Eurodollar Rate” in Section 1.01 hereof are not being provided in the relevant amountsamounts or for the relevant maturities for purposes of determining rates of interest for Loans as provided herein; or (b) the Lender determines, or which determination shall be conclusive, that funds the relevant rate of a type and maturity appropriate interest referred to match fund such Benchmark are not available, or that in the definition of “Eurodollar Rate” in Section 1.01 hereof upon the basis of which the rate of interest based on such Benchmark on any Loan for Loans is to be determined is not likely adequately to adequately cover the cost to the Lender of making or maintaining such Loan, Loans; or (c) it becomes unlawful for the Lender to honor its obligation to make or maintain Loans hereunder using a Eurodollar Rate; then (x) in the case of clause (i), immediately upon such determination by Agent or the Lender, as the availability of case may be, shall give the Borrowers prompt notice thereof and, so long as such Benchmark condition remains in effect, the Lender shall be suspended under no obligation to make additional Loans, and any each Borrower shall, at its sole option and discretion, either prepay all such Loans based as may be outstanding or pay interest on such impacted Benchmark that are outstanding at that time shall be converted to either, at the Lender’s option, (a) Base Rate Loans or (b) Loans bearing interest at a rate per annum as determined equal to the Federal Loan Rate; provided, that if the Lender determines not to make any additional Loans, then the Borrowers shall be reimbursed a pro rata portion of the fees paid pursuant to Section 3.04, the amount of any such reimbursement shall be based (i) if the determination not to make any additional Loans is made prior to the one year anniversary of the Effective Date, upon the number of days elapsed from the Effective Date to date of such determination solely with respect to the amount of the commitment and structuring fees received by the Lender in its sole discretion Agent pursuant to the definition of “Benchmark Replacement”, and (ySection 3.04(a) in the case of clause or (ii)) if the determination not to make any additional Loans is made on or after the one year anniversary of the Effective Date, (1) immediately upon the number of days elapsed from the one year anniversary of the Effective Date to date of such determination solely with respect to the amount of the structuring fee received by the Lender, the availability of such Benchmark shall be suspended, and (2) any Loans based on such impacted Benchmark that are outstanding at that time shall be converted at the beginning of the Interest Period immediately following such determination to either, at the Lender’s option, (a) Base Rate Loans or (b) Loans bearing interest at a rate per annum as determined by the Lender in its sole discretion Agent pursuant to the definition of “Benchmark Replacement”Section 3.04(b).