Common use of Laws Affecting Benchmark Availability Clause in Contracts

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate Loan, or to determine or charge interest based upon the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or SOFR Market Index Rate, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make Term SOFR Loans or Swingline Loans for the affected Interest Period, and any right of the Borrower to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for the affected Interest Period shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.03.

Laws Affecting Benchmark Availability. If, after the date hereofSecond Amendment Effective Date, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or SOFR Market Index RateTerm SOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make Term SOFR Loans or Swingline Loans for the affected Interest PeriodLoans, and any right of the Borrower to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for the affected Interest Period Loan, shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.035.4.

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate Loan, or to determine or charge interest based upon the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or SOFR Market Index Rate, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender ▇▇▇▇▇▇ notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make Term SOFR Loans or Swingline Loans for the affected Interest Period, and any right of the Borrower to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for the affected Interest Period shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.03.

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make applicable law has made it unlawful or impossible impossible, or any Governmental Authority has asserted that it is unlawful or impossible, for any of the Lenders (or any of their respective Lending OfficesInstallations) to honor its obligations hereunder to make or maintain any Term SOFR Eurocurrency Loan or SOFR Market Index Rate Loan, or to determine or charge interest based upon the Term SOFR Reference RateBenchmark, Term SOFR, Adjusted Term SOFR or SOFR Market Index Rate, the Eurocurrency Rate such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender L▇▇▇▇▇ notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, : (i) with respect to the Eurocurrency Rate, any obligation of the Lenders such Lender to make Term SOFR Loans or Swingline Loans for the affected Interest PeriodEurocurrency Loans, and any right obligation of such Lender to continue any Loan as a Eurocurrency Loan, shall be suspended. Upon receipt of an Illegality Notice with respect to the Eurocurrency Rate, the Borrower shall, if necessary to avoid such illegality, upon demand from such Lender (with a copy to the Administrative Agent), prepay all such Eurocurrency Loans, on the last day of the Interest Period therefor, if such affected Lenders may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans to such day. Upon any such prepayment, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04; and (ii) with respect to SOFR or Term SOFR, any obligation of such Lender to make SOFR Loans, and any obligation of such Lender to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for the affected Interest Period Loan, shall be suspended and (ii) and, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon receipt of an Illegality NoticeNotice with respect to SOFR or Term SOFR, the Borrower shall, if necessary to avoid such illegality, upon demand from any such Lender (with a copy to the Administrative Agent), prepay or, if applicable, or convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”thereof), on the last day of the Interest Period therefor, if all such affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any such Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.033.04.

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make applicable law has made it unlawful or impossible impossible, or any Governmental Authority has asserted that it is unlawful or impossible, for any of the Lenders (or any of their respective Lending OfficesInstallations) to honor its obligations hereunder to make or maintain any Term SOFR S▇▇▇▇ Loan or SOFR Market Index Rate Loan, or to determine or charge interest based upon the Term SOFR Reference RateBenchmark, Term S▇▇▇▇, SOFR, Adjusted Term SOFR or SOFR Market Index the Daily Simple S▇▇▇▇ Rate, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, : (i) with respect to S▇▇▇▇ or the Daily Simple S▇▇▇▇ Rate, any obligation of the Lenders such Lender to make Term SOFR S▇▇▇▇ Loans shall be suspended, and such Loans shall instead be made at the Central Bank Rate plus the Applicable Margin. Upon receipt of an Illegality Notice with respect to S▇▇▇▇ or the Daily Simple S▇▇▇▇ Rate, the Borrower shall, if necessary to avoid such illegality, upon demand from such Lender (with copy to the Administrative Agent), either, at the Borrower’s option, prepay such S▇▇▇▇ Loans or Swingline elect to convert all S▇▇▇▇ Loans for of such Lender to Loans bearing interest by reference to the affected Interest PeriodCentral Bank Rate plus the Applicable Margin, either on the Payment Date therefor, if such Lender may lawfully continue S▇▇▇▇ Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such S▇▇▇▇ Loans (and upon such election, such Loans shall be so converted). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted; and (ii) with respect to SOFR or Term SOFR, any obligation of such Lender to make SOFR Loans, and any right obligation of the Borrower such Lender to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for the affected Interest Period Loan, shall be suspended and (ii) and, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon receipt of an Illegality NoticeNotice with respect to SOFR or Term SOFR, the Borrower shall, if necessary to avoid such illegality, upon demand from any such Lender (with a copy to the Administrative Agent), prepay or, if applicable, or convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”thereof), on the last day of the Interest Period therefor, if all such affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any such Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.033.04.

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Applicable Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Applicable Lending Offices) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate Loan, or to determine or charge interest based upon the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or SOFR Market Index Rate, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make Term SOFR Loans or Swingline Loans for the affected Interest Period, and any right of the Borrower to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for the affected Interest Period shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (ciii) of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (ciii) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.03.

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make applicable law has made it unlawful or impossible impossible, or any Governmental Authority has asserted that it is unlawful or impossible, for any of the Lenders (or any of their respective Lending OfficesInstallations) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate Loan, or to determine or charge interest based upon the Term Benchmark, SOFR Reference Rate, or Term SOFR, Adjusted Term SOFR or SOFR Market Index Rate, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender ▇▇▇▇▇▇ notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, : (i) [reserved]; and (ii) with respect to SOFR or Term SOFR, any obligation of the Lenders such Lender to make Term SOFR Loans or Swingline Loans for the affected Interest PeriodLoans, and any right obligation of the Borrower such Lender to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for the affected Interest Period Loan, shall be suspended and (ii) and, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon receipt of an Illegality NoticeNotice with respect to SOFR or Term SOFR, the Borrower shall, if necessary to avoid such illegality, upon demand from any such Lender (with a copy to the Administrative Agent), prepay or, if applicable, or convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”thereof), on the last day of the Interest Period therefor, if all such affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any such Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.033.04.

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Applicable Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Applicable Lending Offices) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate Loan, or to determine or charge interest based upon the Term SOFR Reference Rate, Term SOFR, SOFR or Adjusted Term SOFR or SOFR Market Index RateSOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make Term SOFR Loans or Swingline Loans for the affected Interest Period, and any right of the Borrower Borrowers to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for the affected Interest Period shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (ciii) of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower Borrowers shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (ciii) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.03.or

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate Loan, or to determine or charge interest based upon the Term SOFR Reference Rate, Term SOFR, SOFR or Adjusted Term SOFR or SOFR Market Index RateSOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make Term SOFR Loans or Swingline Loans for the affected Interest Period, and any right of the Borrower Borrowers to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for the affected Interest Period shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower Borrowers shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.03.

Laws Affecting Benchmark Availability. If, after the date hereofhereofSecond Amendment Effective Date, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make permit the Loan to accruemake or maintain any Term SOFR Loan or SOFR Market Index Rate Loan, or to determine or charge interest based at LIBOR, thenbased upon SOFR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or SOFR Market Index RateTerm SOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the suchthe circumstances giving rise to such determination no longer existexist or a Benchmark Replacement is implemented with respect to the then-applicable LIBOR, if any of the Lenders may not lawfully continue to permit the Loan to accrue interest at LIBOR to the end of the then current Interest Period applicable thereto, the Loan shall immediately be converted and accrue interest at the Base Rate for the remainder of such Interest Period, otherwise the Loan shall be converted, (i) any obligation of the Lenders to make Term SOFR Loans or Swingline Loans for the affected Interest PeriodLoans, and any right of the Borrower to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for the affected Interest Period Loan, shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”), on the last day of the then current Interest Period thereforand accrue interest at the Base Ratetherefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.035.4.

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Applicable Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Applicable Lending Offices) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate Loan, or to determine or charge interest based upon the Term SOFR Reference Rate, Term SOFR, SOFR or Adjusted Term SOFR or SOFR Market Index RateSOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower Borrowers and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make Term SOFR Loans or Swingline Loans for the affected Interest Period, and any right of the Borrower Borrowers to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for the affected Interest Period shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (ciii) of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower Borrowers shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (ciii) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.03.interest

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate Loan, or to determine or charge interest based upon the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or SOFR Market Index Rateapplicable Benchmark for such Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make Term SOFR Loans or Swingline Loans for the affected Interest Periodwith such Benchmark, and any right of the Borrower to convert any Loan to a Term SOFR Loan with such Benchmark or continue any Loan as a Term SOFR Loan for the affected Interest Period with such Benchmark, shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “"Base Rate”". Upon receipt of an such Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans or Swingline affected Loans to Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “"Base Rate”"), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain Loans with such Term SOFR Loans or Swingline Loans Benchmark, to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.033.05.

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make applicable law has made it unlawful or impossible impossible, or any Governmental Authority has asserted that it is unlawful or impossible, for any of the Lenders (or any of their respective Lending OfficesInstallations) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate ▇▇▇▇▇ Loan, or to determine or charge interest based upon the Term SOFR Reference RateBenchmark, Term SOFR, Adjusted Term SOFR ▇▇▇▇▇ or SOFR Market Index the Daily Simple ▇▇▇▇▇ Rate, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders such Lender to make Term SOFR ▇▇▇▇▇ Loans or Swingline Loans for the affected Interest Periodshall be suspended, and any right of such Loans shall instead be made at the Borrower to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for Central Bank Rate plus the affected Interest Period shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”Applicable Margin. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any such Lender (with a copy to the Administrative Agent), either, at the Borrower’s option, prepay or, if applicable, such ▇▇▇▇▇ Loans or elect to convert all Term SOFR ▇▇▇▇▇ Loans or Swingline of such Lender to Loans to Base Rate Loans (if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without bearing interest by reference to clause (c) of the definition of “Base Rate”)Central Bank Rate plus the Applicable Margin, either on the last day of the Interest Period Payment Date therefor, if all affected Lenders such Lender may lawfully continue to maintain such Term SOFR Loans or Swingline ▇▇▇▇▇ Loans to such day, or immediately, if any such Lender may not lawfully continue to maintain such Term SOFR ▇▇▇▇▇ Loans or Swingline (and upon such election, such Loans to such dayshall be so converted). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.03.

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make applicable law has made it unlawful or impossible impossible, or any Governmental Authority has asserted that it is unlawful or impossible, for any of the Lenders (or any of their respective Lending OfficesInstallations) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate LoanS▇▇▇▇ ▇▇▇▇, or to determine or charge interest based upon the Term SOFR Reference RateBenchmark, Term SOFR, Adjusted Term SOFR S▇▇▇▇ or SOFR Market Index Ratethe Daily Simple S▇▇▇▇ ▇▇▇▇, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender L▇▇▇▇▇ notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders such Lender to make Term SOFR S▇▇▇▇ Loans or Swingline Loans for the affected Interest Periodshall be suspended, and any right of such Loans shall instead be made at the Borrower to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for Central Bank Rate plus the affected Interest Period shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”Applicable Margin. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any such Lender (with a copy to the Administrative Agent), either, at the Borrower’s option, prepay or, if applicable, such S▇▇▇▇ Loans or elect to convert all Term SOFR S▇▇▇▇ Loans or Swingline of such Lender to Loans to Base Rate Loans (if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without bearing interest by reference to clause (c) of the definition of “Base Rate”)Central Bank Rate plus the Applicable Margin, either on the last day of the Interest Period Payment Date therefor, if all affected Lenders such Lender may lawfully continue to maintain such Term SOFR Loans or Swingline S▇▇▇▇ Loans to such day, or immediately, if any such Lender may not lawfully continue to maintain such Term SOFR S▇▇▇▇ ▇▇▇▇▇ (and upon such election, such Loans or Swingline Loans to such dayshall be so converted). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.03.

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, implementation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Term SOFR Benchmark Loan or SOFR Market Index Rate RFR Loan, or to determine or charge interest based upon the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or SOFR Market Index Rateas applicable, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”)Lenders. Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the such circumstances giving rise to such determination no longer exist, (i) any obligation the obligations of the Lenders to make Term SOFR Benchmark Loans or Swingline Loans for the affected Interest PeriodRFR Loans, as applicable, and any the right of the Borrower to convert any Loan to a Term SOFR Benchmark Loan or RFR Loan, as applicable, or continue any Loan as a Term SOFR Benchmark Loan for the affected Interest Period or RFR Loan, as applicable, shall be suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) any of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans or Swingline Loans to Base Rate Loans (if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans or Swingline Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such a Term SOFR Loans Benchmark Loan or Swingline Loans RFR Loan, as applicable, to such day. Upon any such prepayment or conversionthe end of the then current Interest Period applicable thereto, the Borrower applicable Loan shall also pay accrued interest on immediately be converted to a Base Rate Loan for the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.03remainder of such Interest Period.

Laws Affecting Benchmark Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make applicable law has made it unlawful or impossible impossible, or any Governmental Authority has asserted that it is unlawful or impossible, for any of the Lenders (or any of their respective Lending OfficesInstallations) to honor its obligations hereunder to make or maintain any Term SOFR Loan or SOFR Market Index Rate LoanS▇▇▇▇ ▇▇▇▇, or to determine or charge interest based upon the Term SOFR Reference RateBenchmark, Term SOFR, Adjusted Term SOFR S▇▇▇▇ or SOFR Market Index Ratethe Daily Simple S▇▇▇▇ ▇▇▇▇, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender L▇▇▇▇▇ notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders such Lender to make Term SOFR S▇▇▇▇ Loans or Swingline shall be suspended, and such Loans shall instead be made at a rate equal to the Daily Simple S▇▇▇▇ Rate for the affected Interest Period, and any right of date upon which the Borrower to convert any Loan to a Term SOFR Loan or continue any Loan as a Term SOFR Loan for Illegality Notice was delivered plus the affected Interest Period shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”Applicable Margin. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any such Lender (with a copy to the Administrative Agent), either, at the Borrower’s option, prepay or, if applicable, such S▇▇▇▇ Loans or elect to convert all Term SOFR S▇▇▇▇ Loans or Swingline of such Lender to Loans bearing interest at a rate equal to Base the Daily Simple S▇▇▇▇ Rate Loans (if necessary to avoid such illegalityfor the date upon which the Illegality Notice was delivered plus the Applicable Margin, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”), either on the last day of the Interest Period Payment Date therefor, if all affected Lenders such Lender may lawfully continue to maintain such Term SOFR Loans or Swingline S▇▇▇▇ Loans to such day, or immediately, if any such Lender may not lawfully continue to maintain such Term SOFR S▇▇▇▇ Loans or Swingline (and upon such election, such Loans to such dayshall be so converted). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.03.