Inability to Determine Rates; Illegality Clause Samples
Inability to Determine Rates; Illegality. (a) If the Administrative Agent determines (which determination shall be conclusive absent manifest error) in connection with any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted Term SOFR (or such replacement convention) shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of Loans bearing interest at Adjusted Term SOFR (or such replacement convention) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein.
(b) If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted in writing that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain, fund or charge interest with respect to any Loan, or to determine or charge interest rates, in each case, based upon Adjusted Term SOFR, or to give effect to its obligations as contemplated hereby with respect to such Loan, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Loan or continue Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Until such circumstances giving rise to the determination no longer exist, as set forth in a written notice provided by such Lender to the Administrative Agent and the Borrower, all outstanding Loans of such Lender and Loans thereafter...
Inability to Determine Rates; Illegality. Anything contained herein to the contrary notwithstanding, if, prior to or upon any determination of LIBOR:
(a) Lender determines, which determination shall be conclusive and binding upon the Borrowers, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Advances as provided herein; or
(b) Lender determines, which determination shall be conclusive and binding upon the Borrowers, that LIBOR is not likely to adequately cover the cost to Lender of making or maintaining the relevant LIBOR Advances; or
(c) Lender notifies Holding that it has become unlawful for Lender to honor its obligations to make or maintain LIBOR Advances hereunder; then Lender shall give Holding notice thereof and, so long as such condition remains in effect, all Advances (other than Tranche C Advances) of Lender shall bear interest at a rate per annum equal to the Prime Commercial Rate, plus the Applicable Margin.
Inability to Determine Rates; Illegality. Anything contained herein to the contrary notwithstanding, if, prior to or upon any determination of LIBOR, for any applicable Interest Period:
(a) the Administrative Agent or the Required Lenders determine in good faith, which determination shall be conclusive and binding upon each Borrower, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBOR” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Advances as provided herein; or
(b) the Administrative Agent or the Required Lenders determine in good faith, which determination shall be conclusive and binding upon each Borrower, that LIBOR is not likely to adequately cover the cost to such Lenders of making or maintaining the relevant LIBOR Advances; or
(c) any Lender (for purposes of this Section 2.03, an “Affected Lender”) notifies the Administrative Agent that it has become unlawful for such Lender to honor its obligations to make or maintain LIBOR Advances hereunder; then the Administrative Agent shall give Borrowers prompt notice thereof and, so long as such condition remains in effect, all Advances of the Lenders or such Affected Lender, as the case may be, shall bear interest at a rate per annum equal to the Prime Commercial Rate plus six percent (6%).
Inability to Determine Rates; Illegality. If, prior to the first day of any Collection Period or prior to the date of any Advance, as applicable, either (i) the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining the Applicable Index for the applicable Advances or (ii) 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 or fund Advances the interest rate on which is determined by reference to an Applicable Index (each a “Disruption Event”); provided that a Disruption Event shall not be deemed to occur if the circumstances described under Section 2.23 are applicable; the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender. Thereafter, the obligation of the Lenders to make Advances based on such Applicable Index shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice, but such obligation shall continue in relation to any Advance based on the Base Rate. Upon receipt of any notice described in this Section 2.22, the Borrower may revoke any pending request for the making or continuation of an Advance based on the Applicable Index or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate.
Inability to Determine Rates; Illegality. If the Bank shall have determined (which determination shall be conclusive and binding upon the Borrowers) that (a) by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the Adjusted LIBOR Rate or (b) it is unlawful or impossible for the Bank to make, maintain or fund the Revolving Loans accruing at the Adjusted LIBOR Rate, the Bank shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower Agent as soon as practicable thereafter. From the date of such determination until the Bank notifies the Borrower Agent that the circumstances giving rise to such notice no longer exist, the Revolving Loans shall bear interest at the Standard Rate.
Inability to Determine Rates; Illegality. Effect of Benchmark Transition Event.
(i) Inability to Determine Rates. IfSubject to Section 3.02(d)(iii) if, on or prior to the first day of any Interest Period (an “Affected Interest Period”), the Administrative Agent determines (which determination shall be conclusive and binding on Borrower and the other Obligors) that, by reason of circumstances affecting the London interbank eurodollar market, “LIBOR “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify Borrower. For each Affected Interest Period thereafter, until the Administrative Agent provides written notice that LIBORAdjusted Term SOFR is available for the Interest Period immediately following the date of such notice, all Loans shall bear interest at the Applicable Rate using the following adjustments: (A) the Prime Rate shall replace LIBORAdjusted Term SOFR and the Prime Rate Floor shall replace the LIBORBenchmark Floor; and (B) the Applicable Margin shall be adjusted to equal (1) 7.50% minus (2) the difference between the Prime Rate and LIBORthe Benchmark in effect as of the immediately preceding Interestbeginning of such Benchmark Unavailability Period.
Inability to Determine Rates; Illegality. Inability to Determine Euro-RateRates. Subject to Section 1.21, if:
Inability to Determine Rates; Illegality