Term SOFR Lending Unlawful. If any Term Lender shall determine (which determination shall, upon notice thereof to any Borrower and the Term Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Term Lender to make or continue any Loan as, or to convert any Loan into, a Term SOFR Loan, the obligations of such Term Lender to make, continue or convert any such Term SOFR Loan shall, after the determination thereof, forthwith be suspended until such Term Lender shall notify the Term Agent that the circumstances causing such suspension no longer exist, and all outstanding Term SOFR Loans payable to such Term Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.
Term SOFR Lending Unlawful. In the event that it becomes unlawful or, by reason of a Change in Law, any Working Capital Lender is unable to honor its obligation to make or maintain Term SOFR Loans, then such Working Capital Lender will promptly notify the Borrower of such event (with a copy to the Working Capital Facility Agent and Intercreditor Agent) and such Working Capital Lender’s obligation to make or to continue Term SOFR Loans, or to convert Base Rate Loans into Term SOFR Loans, as the case may be, shall be suspended until such time as such Working Capital Lender may again make and maintain Term SOFR Loans. During such period of suspension, the Loans that would otherwise be made by such Working Capital Lender as Term SOFR Loans shall be made instead by such Working Capital Lender as Base Rate Loans and each Term SOFR Loan made by such Working Capital Lender and outstanding will automatically, on the last day of the then existing Interest Period therefor if such Working Capital Loan may lawfully remain outstanding until the end of such Interest Period, and otherwise immediately, convert into a Base Rate Loan. At the Borrower’s request, each Working Capital Lender shall use reasonable efforts, including using reasonable efforts to designate a different lending office for funding or booking its Working Capital Loans or to assign its rights and obligations under the Finance Documents to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Working Capital Lender, such designation or assignment (i) would eliminate or avoid such illegality and (ii) would not subject such Working Capital Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Working Capital Lender. The Borrower shall pay all reasonable costs and expenses incurred by any Working Capital Lender in connection with any such designation or assignment.
Term SOFR Lending Unlawful. If any Investor or Program Support Provider shall determine that any Change in Law makes it unlawful, or any Official Body asserts that it is unlawful, for any such Person to fund or maintain any Advance as a Term SOFR Advance, the obligation of such Person to fund or maintain any such Advance as a Term SOFR Advance shall, upon such determination, forthwith be suspended until such Person shall notify the Administrative Agent, the related Funding Agent, the Manager and the Master Issuer that the circumstances causing such suspension no longer exist, and all then-outstanding Term SOFR Advances of such Person shall be automatically converted into Base Rate Advances (without reference to clause (c) of the definition of “Base Rate”) at the end of the then-current Term SOFR Interest Accrual Period with respect thereto or sooner, if required by such law or assertion.
