Common use of Inability to Determine Rates; Illegality Clause in Contracts

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(a) Subject to Section 2.15, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement or “Term Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Collection Period or prior to the date of any AdvanceInterest Period, 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 Borrower and each Lender. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, the any obligation of the Lenders to make Advances based on such Applicable Index or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) 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 2.22such notice, (i) the Borrower may revoke any pending request for the making a borrowing of, conversion to or continuation of an Advance based on Term SOFR Loans (to the Applicable Index extent of the affected Term SOFR Loans or, in the case of a Term Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans. Upon any such request into a request for an Advance based on conversion, the Base RateBorrower shall also pay any additional amounts required pursuant to Section 2.