Common use of Inability to Determine Rates; Market Disruption Clause in Contracts

Inability to Determine Rates; Market Disruption. (a) Unless and until a Benchmark Replacement is implemented in accordance with Section 4.03(b), if the Required Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that: (i) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for the applicable amount and Interest Period of such Loan; (ii) adequate and reasonable means do not exist for determining the RFR for any requested Interest Period with respect to a proposed RFR Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base Rate Loan; or (iii) the RFR for any requested Interest Period with respect to a proposed RFR Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain RFR Rate Loans and Alternate Base Rate Loans as to which the interest rate is determined with reference to the RFR shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of RFR Rate Loans or, failing that with respect to RFR Rate Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans in the amount specified therein.

Inability to Determine Rates; Market Disruption. (a) Unless and until a Benchmark Replacement is implemented in accordance with Section 4.03(b), if If the Required Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that: that (i) Dollar deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank Eurodollar market for the applicable amount and Interest Period of such Loan; , (ii) adequate and reasonable means do not exist for determining the RFR Eurodollar Rate for any requested Interest Period with respect to a proposed RFR Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate a Base Rate Loan; , or (iii) the RFR Eurodollar Rate for any requested Interest Period with respect to a proposed RFR Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base a Eurodollar Rate 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 RFR Eurodollar Rate Loans and Alternate Base Rate Loans as to which the interest rate is determined with reference to the RFR Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of RFR Eurodollar Rate Loans or, failing that with respect to RFR Rate Loans denominated in Dollarsthat, will be deemed to have converted such request into a request for a Committed Borrowing of Alternate Base Rate Loans in the amount specified therein. (b) If the Administrative Agent in its reasonable discretion or the Required Lenders, in either case, acting in good faith, certify (which certification shall be conclusive and binding upon the Borrower) that the Eurodollar Rate or the Base Rate, as the case may be, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans, the Agent shall give notice thereof to the Borrower and the Lenders as soon as practicable thereafter and, upon delivery of such notice and until the Administrative Agent (upon the instruction of such Lenders that have previously delivered such a notice to the Agent) revokes such notice, the Market Disruption Spread shall be included in the calculation of the Base Rate and the Eurodollar Rate.

Inability to Determine Rates; Market Disruption. (a) Unless and until a Benchmark Replacement is implemented in accordance with Section 4.03(b), if If the Required Total Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that: that (i) Dollar deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank eurodollar market for the applicable amount and Interest Period of such Loan; , (ii) adequate and reasonable means do not exist for determining the RFR Eurodollar Rate for any requested Interest Period with respect to a proposed RFR Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base Eurodollar Rate Loan; , or (iii) the RFR Eurodollar Rate for any requested Interest Period with respect to a proposed RFR Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base Rate any 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 RFR Eurodollar Rate Loans and Alternate Base Rate Loans as to which the interest rate is determined with reference to the RFR shall be suspended until the Administrative Agent (upon the instruction of the Required Total Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of RFR Eurodollar Rate Loans or, failing that with respect to RFR Rate Loans denominated in Dollarsthat, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans in the amount specified therein. (b) If Lenders holding 25% or more of the sum of the Aggregate Commitments and the outstanding Term Loans (or if the Aggregate Commitments have been terminated, Lenders holding 25% or more of the outstanding Obligations) determine (which determination shall be conclusive and binding upon the Borrower) that the Eurodollar Rate or the Base Rate, as the case may be, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans, the Administrative Agent shall give notice thereof to the Borrower and the Lenders as soon as practicable thereafter and, upon delivery of such notice and until the Administrative Agent (upon the instruction of such Lenders) revokes such notice, the Market Disruption Spread shall be included in the calculation of Base Rate and Eurodollar Rate.

Inability to Determine Rates; Market Disruption. (a) Unless and until a Benchmark Replacement is implemented in accordance with Section 4.03(b), if the Required Lenders determine that for any reason If in connection with any request for a Loan or a conversion to or continuation thereof thereof: (a) (i) Administrative Agent determines that: (iiA) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Loan; or (iiiiB) adequate and reasonable means do not exist for determining the RFR LIBOR (A1) for any requested Interest Period with respect to a proposed RFR Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or (B2) in connection with an Alternate existing or proposed Base Rate LoanLoan or Floating LIBOR Rate Loan (in each case, with respect to clause (a) above, the "Impacted Loans")including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are likely to be temporary; or (iiib) (ii) Administrative Agent or the RFR Required Lenders determine that for any reason the (i) Eurocurrency Rate for any requested Interest Period with respect to a proposed RFR Eurocurrency Rate Loan or (whether denominated in Dollars or an Alternative Currencyii) or in connection the Floating LIBOR Rate with an Alternate Base respect to a proposed Floating LIBOR Rate Loan Loan, does not adequately and fairly reflect the cost to such Lenders Funding Parties of funding such Loan, the ; then (iii) Administrative Agent will promptly so notify the Borrower Parties and each LenderFunding Party. Thereafter:; and (iv) as long as no alternative rate described in clause (xa)(v) below has been established, then the obligation of the Lenders Funding Parties, as applicable, to make or maintain RFR Eurocurrency Rate Loans and Alternate Base or Floating LIBOR Rate Loans as to which in the interest rate is determined with reference to the RFR affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans, Floating LIBOR Rate Loans or Interest Periods); and (y) in the event of a determination described in the preceding sentence with respect to the Floating LIBOR Rate component of the Base Rate, the utilization of the Floating LIBOR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the any Borrower Party may revoke any pending request for a Borrowing of, conversion to or continuation of RFR Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or of Floating LIBOR Rate Loans (to the extent of the affected Floating LIBOR Rate Loan) in the affected currency or currencies or, failing that with respect to RFR Rate Loans denominated in Dollarsthat, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans, without reference to the Floating LIBOR Rate, in the amount specified therein.; and (v) Notwithstandingnotwithstanding the foregoing, if Administrative Agent has made the determination described in clause (a) of the first sentence of this Section(i) or (a)(ii) above, Administrative Agent, in consultation with Borrower and the Required Lenders and with the consent of the Borrower Parties, may establish an alternative rate to be used in substitution for the LIBOR in calculating the interest rate for the Impactedimpacted Loans, in which case such alternative rate shall apply in calculating interest with respect to the Impactedimpacted Loans until (1A) Administrative Agent revokes the notice delivered with respect to the Impactedimpacted Loans under clause (a) of the first sentence of this Section(i) or (a)(ii) above, (2B) Administrative Agent or the Required Lenders notify Administrative Agent and Borrower that such alternative rate does 77 not adequately and fairly reflect the cost to such Funding Parties of funding the Impactedimpacted Loans, or (3C) any Funding Party determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Funding Party or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Funding Party to do any of the foregoing and provides Administrative Agent and Borrower written notice thereof, provided, however, that to the extent an alternative rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. (b) If for any reason in connection with any request for a Loan, Administrative Agent determines (which determination will be conclusive absent manifest error), or the Borrower Parties or Required Lenders notify Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower Parties) that the Borrower Parties or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate will no longer be made available, or used for determining the interest rate of loans (such specific date, the "Scheduled Unavailability Date"); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 4.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then (iv) reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent and Borrower may amend this Credit Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then-existing convention for similarly denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a "LIBOR Successor Rate," the definition of which shall provide that in no event shall such LIBOR Successor Rate be less than one hundred basis points or such other minimum rate as may be appropriate), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment will become effective at 5:00 p.m. (New York time) on the fifth (5th) Business Day after Administrative Agent has posted such proposed amendment to all Lenders and Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to Administrative Agent written notice that such Required Lenders do not accept such amendment; and (v) if no LIBOR Successor Rate has been determined and either the circumstances under clause (b)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), then Administrative Agent will promptly so notify Borrower and each Lender; and (vi) thereafter, (A) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans will be suspended, (to the extent of the impacted Eurocurrency Rate Loans or Interest Periods), and (B) the LIBOR Rate component will no longer be utilized in determining the Base Rate. (c) Upon receipt of any such notice under clause (a)(iii) or clause (b)(v) above, the Borrower Parties may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the impacted Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Inability to Determine Rates; Market Disruption. (a) Unless IfUnless and until a Benchmark Replacement is implemented in accordance with Section 4.03(b), if the Required Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that: (i) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for the applicable amount and Interest Period of such Loan; (ii) adequate and reasonable means do not exist for determining the LIBOR Rateapplicable RFR for any requested Interest Period (as applicable) with respect to a proposed RFR Rate LIBOR RateRFR Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base Rate Loan; or (iii) the RFR LIBOR RateRFR for any requested Interest Period (as applicable) with respect to a proposed RFR Rate LIBOR RateRFR Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain RFR Rate LIBOR RateRFR Loans and Alternate Base Rate Loans as to which the interest rate is determined with reference to the LIBOR Rateapplicable RFR shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of RFR Rate LIBOR RateRFR Loans or, failing that with respect to RFR Rate LIBOR RateRFR Loans denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans in the amount specified therein.

Inability to Determine Rates; Market Disruption. (a) Unless and until a Benchmark Replacement is implemented in accordance with Section 4.03(b), if If the Required Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that: that (i) Dollar deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore London interbank eurodollar market for the applicable amount and Interest Period of such Loan; , (ii) adequate and reasonable means do not exist for determining the RFR Eurodollar Rate for any requested Interest Period with respect to a proposed RFR Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base Eurodollar Rate Loan; , or (iii) the RFR Eurodollar Rate for any requested Interest Period with respect to a proposed RFR Eurodollar Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base Rate any 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 RFR Eurodollar Rate Loans and Alternate Base Rate Loans as to which the interest rate is determined with reference to the RFR shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of RFR Eurodollar Rate Loans or, failing that with respect to RFR Rate Loans denominated in Dollarsthat, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans in the amount specified therein. (b) If Lenders having 25% or more of the outstanding Obligations determine (which determination shall be conclusive and binding upon the Borrower) that the Eurodollar Rate or the Base Rate, as the case may be, will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans, the Administrative Agent shall give notice thereof to the Borrower and the Lenders as soon as practicable thereafter and, upon delivery of such notice and until the Administrative Agent (upon the instruction of such Lenders) revokes such notice, the Market Disruption Spread shall be included in the calculation of Base Rate and Eurodollar Rate. (ee) On the Second Amendment Effective Date, Section 3.04(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Inability to Determine Rates; Market Disruption. (a) Unless and until a Benchmark Replacement is implemented in accordance with Section 4.03(b), if the Required Lenders determine that for any reason If in connection with any request for a Loan or a conversion to or continuation thereof thereof: (i) Administrative Agent determines that: (iA) deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Loan; or (iiB) adequate and reasonable means do not exist for determining the RFR LIBOR (1) for any requested Interest Period with respect to a proposed RFR Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or (2) in connection with an Alternate existing or proposed Base Rate LoanLoan including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are likely to be temporary; or (ii) Administrative Agent or (iii) the RFR Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed RFR Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an Alternate Base Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders Funding Parties of funding such Loan, the ; then (iii) Administrative Agent will promptly so notify the Borrower Parties and each Lender. ThereafterFunding Party; and (iv) as long as no alternative rate described in clause (a)(v) below has been established, then, (A) the obligation of the Lenders Funding Parties, as applicable, to make or maintain RFR Eurocurrency Rate Loans and Alternate Base Rate Loans as to which in the interest rate is determined with reference to the RFR affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods); and (B) the Floating LIBOR Rate component will no longer be utilized in determining the Base Rate, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon ; and (v) notwithstanding the foregoing, if Administrative Agent has made the determination described in clause (a)(i) or (a)(ii) above, Administrative Agent, in consultation with Borrower and the Required Lenders, may establish an alternative rate to be used in substitution for LIBOR in calculating the interest rate for the impacted Loans, in which case such alternative rate shall apply in calculating interest with respect to the impacted Loans until (A) Administrative Agent revokes the notice delivered with respect to the impacted Loans under clause (a)(i) or (a)(ii) above, (B) Administrative Agent or the Required Lenders notify Administrative Agent and Borrower that such alternative rate does not adequately and fairly reflect the cost to such Funding Parties of funding the impacted Loans, or (C) any Funding Party determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Funding Party or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Funding Party to do any of the foregoing and provides Administrative Agent and Borrower written notice thereof. (b) If for any reason in connection with any request for a Loan, Administrative Agent determines (which determination will be conclusive absent manifest error), or the Borrower Parties or Required Lenders notify Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower Parties) that the Borrower Parties or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate will no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 4.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then (iv) reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent and Borrower may amend this Credit Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then-existing convention for similarly denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment will become effective at 5:00 p.m. (New York time) on the fifth (5th) Business Day after Administrative Agent has posted such proposed amendment to all Lenders and Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to Administrative Agent written notice that such Required Lenders do not accept such amendment; and (v) if no LIBOR Successor Rate has been determined and either the circumstances under clause (b)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), then Administrative Agent will promptly so notify Borrower and each Lender; and (vi) thereafter, (A) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans will be suspended, (to the extent of the impacted Eurocurrency Rate Loans or Interest Periods), and (B) the LIBOR Rate component will no longer be utilized in determining the Base Rate. (c) Upon receipt of any such notice under clause (a)(iii) or clause (b)(v) above, the Borrower Parties may revoke any pending request for a Borrowing of, conversion to or continuation of RFR Eurocurrency Rate Loans (to the extent of the impacted Eurocurrency Rate Loans or Interest Periods) or, failing that with respect to RFR Rate Loans denominated in Dollarsthat, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans (except that the Floating LIBOR Rate component will no longer be utilized in determining the Base Rate for any such Loans) in the amount specified therein. (d) Notwithstanding anything else herein, any definition of LIBOR Successor Rate will provide that in no event may such LIBOR Successor Rate be less than zero for purposes of this Credit Agreement.