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

Inability to Determine Rates; Market Disruption. (a) If Banks having at least 50% of the aggregate amount of the Commitments then in effect (or, if the Commitments shall have been terminated, holding Notes evidencing at least 50% of the aggregate principal amount of the Loans and LC Obligations then outstanding) (as used in this Section 8.01, the “Majority Banks”) determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that (i) dollar deposits are not being offered to banks in the 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 London Interbank Offered Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan or in connection with a Base Rate Loan, or (iii) the London Interbank Offered Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan or in connection with a Base Rate Loan does not adequately and fairly reflect the cost to such Banks of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Bank. Thereafter, the obligation of the Banks to make or maintain Euro-Dollar Loans and Base Rate Loans as to which the interest rate is determined with reference to the London Interbank Offered Rate shall be suspended until the Administrative Agent (upon the instruction of the Majority Banks) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Euro-Dollar Loans 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. (b) If at any time the Majority Banks determine (which determination shall be conclusive and binding upon the Borrower) that the London Interbank Offered Rate or the Base Rate, as the case may be, will not adequately and fairly reflect the cost to such Banks (as conclusively certified by such Banks) of making or maintaining their affected Loans, the Administrative Agent shall give notice thereof to the Borrower and the Banks as soon as practicable thereafter and, upon delivery of such notice, such notice shall be in effect until the earlier of (i) the thirtieth (30th) day following such notice and (ii) the date on which Administrative Agent (upon the instruction of the Majority Banks) revokes such notice; provided, upon the expiration of any such thirty (30) day period, the Majority Banks may pursuant to a reaffirmation of any such determination, extend the effectiveness of such notice for subsequent thirty (30) day periods without limit.

Inability to Determine Rates; Market Disruption. (a) If Banks having at least 50% of the aggregate amount of the Commitments then in effect (or, if the Commitments shall have been terminated, holding Notes evidencing at least 50% of the aggregate principal amount of the Loans and LC Obligations then outstanding) (as used in this Section 8.01, the “Majority Banks”) Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that (i) dollar Dollar deposits are not being offered to banks in the 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 London Interbank Offered Eurodollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Eurodollar Loan or in connection with a Base Rate Loan, or (iii) the London Interbank Offered Eurodollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Eurodollar Loan or in connection with a Base Rate Eurodollar Loan does not adequately and fairly reflect the cost to such Banks Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each BankLender. Thereafter, the obligation of the Banks Lenders to make or maintain Euro-Dollar Eurodollar Loans and Base Rate Loans as to which the interest rate is determined with reference to the London Interbank Offered Eurodollar Rate shall be suspended until the Administrative Agent (upon the instruction of the Majority BanksLenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Euro-Dollar Eurodollar Loans 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. (b) If at any time the Majority Banks Lenders determine (which determination shall be conclusive and binding upon the Borrower) that that, as a result of a material adverse change in, or material disruption of conditions in, the London Interbank Offered financial, banking or capital markets, the Eurodollar Rate or the Base Rate, as the case may be, will not adequately and fairly reflect the cost to such Banks Lenders (as conclusively certified by such BanksLenders) of making or maintaining their affected Loans, the Administrative Agent shall give notice thereof to the Borrower and the Banks Lenders as soon as practicable thereafter and, upon delivery of such notice, such notice shall be in effect until the earlier of (i) the thirtieth (30th) day following such notice and (ii) the date on which Administrative Agent (upon the instruction of the Majority BanksLenders) revokes such notice; provided, upon the expiration of any such thirty (30) day period, the Majority Banks Lenders may pursuant to a reaffirmation of any such determination, extend the effectiveness of such notice for subsequent thirty (30) day periods without limit.

Inability to Determine Rates; Market Disruption. (a) If Banks having at least 50% of the aggregate amount of the Commitments then in effect (orIf, if the Commitments shall have been terminated, holding Notes evidencing at least 50% of the aggregate principal amount of the Loans and LC Obligations then outstanding) (as used in this Section 8.01on any Interest Determination Date, the “Majority Banks”) determine Administrative Agent determines that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that (i) dollar deposits are not being offered to banks in the 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 London Interbank Offered Rate LIBOR for any requested the relevant Interest Period with respect to a proposed Euro-Dollar Loan or in connection with a Base Rate Loan, or (iii) the London Interbank Offered Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan or in connection with a Base Rate Loan does not adequately and fairly reflect the cost to such Banks of funding such LoanPeriod, the Administrative Agent will promptly so notify the Borrower Borrowers and each BankLender. Thereafter, the obligation rate of interest on each Loan for each Interest Period shall be the percentage rate per annum which is equal to the sum of (i) a rate determined by calculating the arithmetic mean of the Banks cost of obtaining matching deposits in Dollars in the London interbank market (rounded up to make or maintain Euro-Dollar Loans and Base Rate Loans four decimal places) as to which the interest rate is determined with reference supplied to the London Interbank Offered Rate shall be suspended Administrative Agent (for delivery to the Lenders) by the Reference Banks that provide a quote and (ii) the relevant Applicable Margin until the Administrative Agent (upon the instruction of the Majority Banks) revokes such noticenotice in writing. Upon the receipt of such notice, if the Borrower may revoke any pending request Borrowers so require, the Administrative Agent and the Borrowers shall enter into negotiations (for a Borrowing ofperiod of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest applicable to such Loans. Any alternative basis agreed pursuant to foregoing sentence shall, conversion with the prior consent of all the Lenders and the Borrowers, be binding on all parties hereto. If no such alternative basis is so agreed, the rate of interest on each Loan shall be as determined pursuant to or continuation the second sentence of Euro-Dollar Loans 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 thereinthis Section 2.13(a). (b) If at any time In the event that a Reference Bank shall for whatever reason cease to be a Reference Bank or a Reference Bank assigns its Loans in accordance with Section 9.13 to more than one other bank, the Borrowers and the Administrative Agent shall consult and use reasonable efforts to agree (with the consent of the Majority Banks Lenders, acting reasonably) on a replacement Reference Bank; provided that in the event that no such agreement is reached within thirty (30) days, the Administrative Agent may designate a Bank Tranche Lender as such replacement Reference Bank. (c) If, by the close of business on the date which is two (2) Business Days prior to the commencement of any Interest Period, Lenders voting at least 50% of the Combined Exposure with respect to the Loans determine (which determination shall be conclusive and binding upon notify the Borrower) Administrative Agent that the London Interbank Offered Rate or the Base Rate, as the case may be, LIBOR for such Interest Period will not adequately and fairly reflect be adequate to cover the cost to such Banks (as conclusively certified by such Banks) Lenders of making or maintaining their affected LoansLoans for such Interest Period (a “Market Disruption Margin Event”), then (A) the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers (which notice shall contain particulars of the expected duration and relevant circumstances giving rise to its issue but, for the avoidance of doubt, shall not include information in respect of the calculation of the cost to such affected Lenders of making or maintaining their Loans for such Interest Period), and the Banks as soon as practicable thereafter and, upon delivery Administrative Agent and the Borrowers shall negotiate in good faith to determine a mutually agreeable substitute base rate of interest applicable to the affected Loans or Commitments in lieu of the LIBOR for such Interest Period (it being understood that each affected Lender must consent to such interest rate) and (B) if no agreement can be so reached by the tenth (10th) Business Day of the Interest Period and the relevant circumstances are continuing at the end of such noticenegotiation period, then each affected Lender shall determine (and shall certify from time to time in a certificate delivered by such notice shall be in effect until Lender to the earlier of (i) the thirtieth (30th) day following such notice and (ii) the date on which Administrative Agent (which shall not be forwarded by the Administrative Agent to either Borrower or any other Lender) setting forth in reasonable detail the basis of the computation of such amount), which determination shall be made in a commercially reasonable manner, the substitute base rate reflecting the cost to such affected Lender of funding its Loan for such Interest Period, and such substitute base rate shall be binding upon the instruction Borrowers and shall apply in lieu of the Majority Banks) revokes LIBOR in respect of such noticeaffected Loan for such Interest Period; provided, upon however, that in no event shall the expiration interest applicable to the Loans be less than the rate per annum equal to the sum of any such thirty (301) day period, the Majority Banks may pursuant to a reaffirmation of any such determination, extend LIBOR determined in accordance with Section 2.7(d) and (2) the effectiveness of such notice for subsequent thirty (30) day periods without limitrelevant Applicable Margin.

Inability to Determine Rates; Market Disruption. (a) If Banks having at least 50% of the aggregate amount of the Commitments then in effect (or, if the Commitments shall have been terminated, holding Notes evidencing at least 50% of the aggregate principal amount of the Loans and LC Obligations then outstanding) (as used in this Section 8.01, the “Majority Banks”) Required Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that (i) dollar Dollar deposits are not being offered to banks in the 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 London Interbank Offered Eurodollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan or in connection with a Base Eurodollar Rate Loan, or (iii) the London Interbank Offered Eurodollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Eurodollar Rate Loan or in connection with a Base Rate any Loan does not adequately and fairly reflect the cost to such Banks Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each BankLender. Thereafter, the obligation of the Banks Lenders to make or maintain Euro-Dollar Loans and Base Eurodollar Rate Loans as to which the interest rate is determined with reference to the London Interbank Offered Rate shall be suspended until the Administrative Agent (upon the instruction of the Majority BanksRequired 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 Euro-Dollar Eurodollar Rate Committed Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. (b) If at any time Lenders having 25% or more of the Majority Banks Aggregate Commitments determine (which determination shall be conclusive and binding upon the Borrower) that the London Interbank Offered Eurodollar Rate or the Base Rate, as the case may be, will not adequately and fairly reflect the cost to such Banks Lenders (as conclusively certified by such BanksLenders) of making or maintaining their affected Loans, the Administrative Agent shall give notice thereof to the Borrower and the Banks Lenders as soon as practicable thereafter and, upon delivery of such notice, such notice shall be in effect and until the earlier of (i) the thirtieth (30th) day following such notice and (ii) the date on which Administrative Agent (upon the instruction of the Majority Bankssuch Lenders) revokes such notice; provided, upon the expiration of any such thirty (30) day period, the Majority Banks may pursuant Market Disruption Spread shall be included in the calculation of Base Rate and Eurodollar Rate. (aaa) On the Third Amendment Effective Date, Section 3.05 of the Credit Agreement is hereby amended and restated in its entirety to a reaffirmation of any such determination, extend the effectiveness of such notice for subsequent thirty (30) day periods without limit.read as follows:

Inability to Determine Rates; Market Disruption. (a) If Banks having at least 50% of the aggregate amount of the Commitments then in effect (or, if the Commitments shall have been terminated, holding Notes evidencing at least 50% of the aggregate principal amount of the Loans and LC Obligations then outstanding) (as used in this Section 8.01, the “Majority Banks”) Lenders determine that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that (i) dollar Dollar deposits are not being offered to banks in the 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 London Interbank Offered Eurodollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Eurodollar Rate Loan or in connection with a Base Rate Loan, or (iii) the London Interbank Offered Eurodollar Rate for any requested Interest Period with respect to a proposed Euro-Dollar Eurodollar Rate Loan or in connection with a Base Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Banks Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower Company and each BankLender. Thereafter, the obligation of the Banks Lenders to make or maintain Euro-Dollar Loans and Base Eurodollar Rate Loans as to which the interest rate is determined with reference to the London Interbank Offered Rate shall be suspended until the Administrative Agent (upon the instruction of the Majority BanksLenders) revokes such notice. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Euro-Dollar Eurodollar Rate Loans 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. (b) If at any time the Majority Banks Lenders holding 25% or more of the then aggregate Commitments determine (which determination shall be conclusive and binding upon the BorrowerCompany) that the London Interbank Offered Eurodollar Rate or the Base Rate, as the case may be, will not adequately and fairly reflect the cost to such Banks Lenders (as conclusively certified by such BanksLenders) of making or maintaining their affected Loans, the Administrative Agent shall give notice thereof to the Borrower Company and the Banks Lenders as soon as practicable thereafter and, upon delivery of such notice, such notice shall be in effect and until the earlier of (i) the thirtieth (30th) day following such notice and (ii) the date on which Administrative Agent (upon the instruction of the Majority Bankssuch Lenders) revokes such notice; provided, upon the expiration of any such thirty (30) day period, the Majority Banks may pursuant Market Disruption Spread shall be included in the calculation of Base Rate and Eurodollar Rate. Each Lender that has delivered a notice then in effect under this clause (b) shall deliver written instructions to a reaffirmation of any such determination, extend the effectiveness of Agent to revoke such notice promptly upon such Lender’s determination that the Eurodollar Rate or the Base Rate, as the case may be, adequately and fairly reflects the cost to such Lender of making or maintaining its affected Loans.” (z) Section 4.08 is amended by (A) inserting the phrase “or if any Lender is a Defaulting Lender or an Impacted Lender” immediately after the phrase “or 4.03” in the first sentence thereof and (B) by inserting the phrase “making a claim for subsequent thirty compensation under Section 4.01 or 4.03” immediately after the phrase “with respect to any Lender” in the proviso in the second sentence thereof. (30aa) day periods without limit.Section 6.13 is amended and restated in its entirety as follows:

Inability to Determine Rates; Market Disruption. (a) If Banks having at least 50% of the aggregate amount of the Commitments then in effect (orIf, if the Commitments shall have been terminated, holding Notes evidencing at least 50% of the aggregate principal amount of the Loans and LC Obligations then outstanding) (as used in this Section 8.01on any Interest Determination Date, the “Majority Banks”) determine Administrative Agent determines that for any reason in connection with any request for a Loan or a conversion to or continuation thereof that (i) dollar deposits are not being offered to banks in the 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 London Interbank Offered Rate LIBOR for any requested the relevant Interest Period with respect to a proposed Euro-Dollar Loan or in connection with a Base Rate Loan, or (iii) the London Interbank Offered Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan or in connection with a Base Rate Loan does not adequately and fairly reflect the cost to such Banks of funding such LoanPeriod, the Administrative Agent will promptly so notify the Borrower and each BankLender. Thereafter, the obligation rate of interest on each Loan for each Interest Period shall be the percentage rate per annum which is equal to the sum of (a) a rate determined by calculating the arithmetic mean of the Banks cost of obtaining matching deposits in Dollars in the London interbank market (rounded up to make or maintain Euro-Dollar Loans and Base Rate Loans four decimal places) as to which the interest rate is determined with reference supplied to the London Interbank Offered Rate shall be suspended Lenders by the Reference Banks that provide a quote and (b) the Applicable Margin until the Administrative Agent (upon the instruction of the Majority Banks) revokes such noticenotice in writing. Upon the receipt of such notice, if the Borrower may revoke any pending request so requires, the Administrative Agent and the Borrower shall enter into negotiations (for a Borrowing ofperiod of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest applicable to such Loans. Any alternative basis agreed pursuant to foregoing sentence shall, conversion with the prior consent of all the Lenders and the Borrower, be binding on all parties hereto. If no such alternative basis is so agreed, the rate of interest on each Loan shall be as determined pursuant to or continuation the second sentence of Euro-Dollar Loans 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 thereinthis Section 2.13(a). (b) If at any time In the event that a Reference Bank shall for whatever reason cease to be a Reference Bank or a Reference Bank assigns its Loans in accordance with Section 9.13 to more than one other bank, the Borrower and the Administrative Agent shall consult and use reasonable efforts to agree (with the consent of the Majority Banks Lenders, acting reasonably) on a replacement Reference Bank; provided that in the event that no such agreement is reached within thirty (30) days, the Administrative Agent may designate a Lender as such replacement Reference Bank. (c) If, by the close of business which is two (2) Business Days prior to the commencement of any Interest Period, the Required Lenders determine (which determination shall be conclusive and binding upon notify the Borrower) Administrative Agent that the London Interbank Offered Rate or the Base Rate, as the case may be, LIBOR for such Interest Period will not adequately and fairly reflect be adequate to cover the cost to such Banks (as conclusively certified by such Banks) Lenders of making or maintaining their affected LoansLoans for such Interest Period (a “Market Disruption Margin Event”), then (A) the Administrative Agent and the Borrower shall give notice thereof negotiate in good faith to determine a mutually agreeable substitute base rate of interest applicable to the affected Loans or Commitments in lieu of the LIBOR for such Interest Period (it being understood that each affected Lender must consent to such interest rate) and (B) if no agreement can be so reached by the tenth (10th) Business Day of the Interest Period, then each affected Lender shall determine (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount), which determination shall be made in a commercially reasonable manner, the substitute base rate reflecting the cost to such Lender of funding its Loan for such Interest Period, and such substitute base rate shall be binding upon the Borrower and the Banks as soon as practicable thereafter and, upon delivery of such notice, such notice shall be apply in effect until the earlier of (i) the thirtieth (30th) day following such notice and (ii) the date on which Administrative Agent (upon the instruction lieu of the Majority Banks) revokes LIBOR for such noticeInterest Period; provided, upon however, that (x) if as the expiration of any such thirty (30) day period, the Majority Banks may pursuant to a reaffirmation of any such determination, extend the effectiveness result of such notice for subsequent thirty determination such substitute base rate exceeds the LIBOR by 100 basis points (301.0%) day periods without limitor more, such substitute base rate shall be deemed to be the rate per annum equal to the sum of the LIBOR and 100 basis points (1.0%) and (y) in no event shall the interest applicable to the Loans be less than the rate per annum equal to the sum of (1) the LIBOR determined in accordance with Section 2.7(d) and (2) the Applicable Margin.