Common use of Inability to Determine Rates Successor Rates Clause in Contracts

Inability to Determine Rates Successor Rates. (a) If, in connection with any request for a SOFR Loan, or in connection with a request for a conversion of Base Rate Loans to SOFR Loans or a continuation of SOFR Loans, as applicable, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (A) no Successor Rate for SOFR or the Term SOFR Screen Rate (as applicable) has been determined in accordance with clause (b) below and either the event(s) and/or circumstance(s) described in clause (b)(i) below or the Scheduled Unavailability Date have occurred with respect to SOFR and/or the Term SOFR Screen Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining SOFR and/or the Term SOFR Screen Rate (as applicable) for any determination date(s) or requested Interest Period(s) or tenors, as applicable, with respect to a proposed SOFR Loan, or otherwise in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders shall have determined that, for any reason, SOFR, the Term SOFR Screen Rate, and/or Term SOFR with respect to a proposed Borrowing of any SOFR Loan hereunder for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to the Lenders of funding such proposed Loan, then, in any such case of the foregoing clauses (a)(i) and (a)(ii), the Administrative Agent shall promptly so notify each Borrower and each Lender. Thereafter: (I) the obligation of the Lenders to make or maintain SOFR Loans, or to convert Base Rate Loans to SOFR Loans or to continue SOFR Loans, shall be suspended (to the extent of the affected Loans, Interest Period(s), tenors or determination date(s), as applicable); and (II) in the event of a determination described in the first (1st) sentence of this clause (a) with respect to the component of the Base Rate described in clause (c) of the definition of “Base Rate” in Section 1.01, the utilization of such component in determining the Base Rate shall be suspended, in each case of the foregoing clauses (a)(I) and (a)(II), until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (a)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.

Inability to Determine Rates Successor Rates. (a1) If, in connection with any request for a SOFR Loan, or in connection with a request for a conversion of Base Rate Loans to SOFR Loans or a continuation of SOFR Loans, as applicable, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (A) no Successor Rate for SOFR or the Term SOFR Screen Rate (as applicable) has been determined in accordance with clause (b) below and either the event(s) and/or circumstance(s) described in clause (b)(i) below or the Scheduled Unavailability Date have occurred with respect to SOFR and/or the Term SOFR Screen Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining SOFR and/or the Term SOFR Screen Rate (as applicable) for any determination date(s) or requested Interest Period(s) or tenors, as applicable, with respect to a proposed SOFR Loan, or otherwise in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders shall have determined that, for any reason, SOFR, the Term SOFR Screen Rate, and/or Term SOFR with respect to a proposed Borrowing of any SOFR Loan hereunder for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to the Lenders of funding such proposed Loan, then, in any such case of the foregoing clauses (a)(i) and (a)(ii), the Administrative Agent shall promptly so notify each Borrower and each Lender. Thereafter: (I) the obligation of the Lenders to make or maintain SOFR Loans, or to convert Base Rate Loans to SOFR Loans or to continue SOFR Loans, shall be suspended (to the extent of the affected Loans, Interest Period(s), tenors or determination date(s), as applicable); and (II) in the event of a determination described in the first (1st) sentence of this clause (a) with respect to the component of the Base Rate described in clause (c) of the definition of “Base Rate” in Section 1.01, the utilization of such component in determining the Base Rate shall be suspended, in each case of the foregoing clauses (a)(I) and (a)(II), until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (a)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice: (1) any Borrower may revoke any pending request for a Borrowing of, or conversion to or continuation of Loans as, SOFR Loans, in each case of this clause (a)(1), to the extent of the affected Loan(s), Interest Period(s) or determination date(s), as applicable, or, failing that, the Borrowers shall be deemed to have converted such request into a request for a Borrowing of, or conversion to (as applicable), Base Rate Loans; and (2) any outstanding affected SOFR Loans, at the applicable Borrower’s election, shall either (x) be converted to Base Rate Loans at the end of the then applicable Interest Period, or (y) be prepaid in full at the end of the applicable Interest Period (provided, that, if no election is made by the applicable Borrower by the last day of the then current Interest Period for such SOFR Loan, then such Borrower shall be deemed to have made the election described in the foregoing clause (a)(2)(x)).

Inability to Determine Rates Successor Rates. (a) If, If in connection with any request for a Eurodollar RateTerm SOFR Loan, Loan or in connection with a request for a conversion of toof Base Rate Loans to Term SOFR Loans or a continuation thereofof any of SOFR such Loans, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive and binding absent manifest error) that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan no Term SOFR Successor Rate for SOFR or the Term SOFR Screen Rate (as applicable) has been determined in accordance with Section 2.14(b), and the circumstances under clause (bi) below and either the event(sof Section 2.14(b) and/or circumstance(s) described in clause (b)(i) below or the Term SOFR Scheduled Unavailability Date have occurred with respect to SOFR and/or the Term SOFR Screen Rate (as applicable)has occurred, or (B) (x) adequate and reasonable means do not otherwise exist for determining the Eurodollar RateTerm SOFR and/or the Term SOFR Screen Rate (as applicable) for any determination date(s) or requested Interest Period(s) or tenors, as applicable, Period with respect to a proposed Eurodollar RateTerm SOFR Loan, Loan or otherwise in connection with an existing or proposed Base Rate LoanLoan and (y) the circumstances described in Section 2.14(c) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders shall have determined that, determine that for any reason, SOFR, reason the Eurodollar Ratethat Term SOFR Screen Rate, and/or Term SOFR for any requested Interest Period with respect to a proposed Borrowing of any SOFR Eurodollar Rate Loan hereunder for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to the such Lenders of funding such proposed Eurodollar Rate Loan, then, in any such case of the foregoing clauses (a)(i) and (a)(ii), the Administrative Agent shall will promptly so notify each the Borrower and each Lender. Thereafter: , (Ix) the obligation of the Lenders to make or maintain EurodollarTerm SOFR Loans, or to convert Base Rate Loans to SOFR Loans or to continue Term SOFR Loans, shall be suspended suspended, (to the extent of the affected Loans, Eurodollar RateTerm SOFR Loans or Interest Period(sPeriods), tenors or determination date(s), as applicable); and (IIy) in the event of a determination described in the first (1st) preceding sentence of this clause (a) with respect to the Eurodollar RateTerm SOFR component of the Base Rate described in clause (c) of the definition of “Base Rate” in Section 1.01, the utilization of such the Eurodollar RateTerm SOFR component in determining the Base Rate shall be suspended, in each case of the foregoing clauses (a)(I) and (a)(II), until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (a)(iiii) of this Section 2.14(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of Eurodollar RateTerm SOFR Loans (to the extent of the affected Eurodollar RateTerm SOFR 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 and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 2.14(a), the Administrative Agent, in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of Section 2.14(a), (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Term Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.Replacement of Term SOFR or Term SOFR Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (c) Notwithstanding anything to the contrary herein or in any other Loan Document: (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month U.S. dollar LIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of U.S dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Term SOFR Scheduled Unavailability Date”);

Inability to Determine Rates Successor Rates. (a) If, in connection with any request for a SOFR Loan, or in connection with a request for a conversion of Base Rate Loans to SOFR Loans or a continuation of SOFR Loans, as applicable, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (A) no Successor Rate for SOFR or the Term SOFR Screen Rate (as applicable) has been determined in accordance with clause (b) below and either the event(s) and/or circumstance(s) described in clause (b)(i) below or the Scheduled Unavailability Date have occurred with respect to SOFR and/or the Term SOFR Screen Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining SOFR and/or the Term SOFR Screen Rate (as applicable) for any determination date(s) or requested Interest Period(s) or tenors, as applicable, with respect to a proposed SOFR Loan, or otherwise in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders shall have determined that, for any reason, SOFR, the Term SOFR Screen Rate, and/or Term SOFR with respect to a proposed Borrowing of any SOFR Loan hereunder for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to the Lenders of funding such proposed Loan, then, in any such case of the foregoing clauses (a)(i) and (a)(ii), the Administrative Agent shall promptly so notify each the Borrower and each Lender. Thereafter: (I) the obligation of the Lenders to make or maintain SOFR Loans, or to convert Base Rate Loans to SOFR Loans or to continue SOFR Loans, shall be suspended (to the extent of the affected Loans, Interest Period(s), tenors or determination date(s), as applicable); and (II) in the event of a determination described in the first (1st) sentence of this clause (a) with respect to the component of the Base Rate described in clause (c) of the definition of “Base Rate” in Section 1.01, the utilization of such component in determining the Base Rate shall be suspended, in each case of the foregoing clauses (a)(I) and (a)(II), until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (a)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.

Inability to Determine Rates Successor Rates. (a) i. If, in connection with any request for a SOFR Loan, or in connection with a request for a conversion of Base Rate Loans to SOFR Loans or a continuation of SOFR Loans, as applicable, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (A) no Successor Rate for SOFR or the Term SOFR Screen Rate (as applicable) has been determined in accordance with clause (b) below and either the event(s) and/or circumstance(s) described in clause (b)(i) below or the Scheduled Unavailability Date have occurred with respect to SOFR and/or the Term SOFR Screen Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining SOFR and/or the Term SOFR Screen Rate (as applicable) for any determination date(s) or requested Interest Period(s) or tenors, as applicable, with respect to a proposed SOFR Loan, or otherwise in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders shall have determined that, for any reason, SOFR, the Term SOFR Screen Rate, and/or Term SOFR with respect to a proposed Borrowing of any SOFR Loan hereunder for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to the Lenders of funding such proposed Loan, then, in any such case of the foregoing clauses (a)(i) and (a)(ii), the Administrative Agent shall promptly so notify each the Borrower and each Lender. Thereafter: (I) the obligation of the Lenders to make or maintain SOFR Loans, or to convert Base Rate Loans to SOFR Loans or to continue SOFR Loans, shall be suspended (to the extent of the affected Loans, Interest Period(s), tenors or determination date(s), as applicable); and (II) in the event of a determination described in the first (1st) sentence of this clause (a) with respect to the component of the Base Rate described in clause (c) of the definition of “Base Rate” in Section 1.01, the utilization of such component in determining the Base Rate shall be suspended, in each case of the foregoing clauses (a)(I) and (a)(II), until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (a)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice: (1) the Borrower may revoke any pending request for a Borrowing of, or conversion to or continuation of Loans as, SOFR Loans, in each case of this clause (a)(1), to the extent of the CHAR1\1927666v7 affected Loan(s), Interest Period(s) or determination date(s), as applicable, or, failing that, the Borrower shall be deemed to have converted such request into a request for a Borrowing of, or conversion to (as applicable), Base Rate Loans; and (2) any outstanding affected SOFR Loans, at the Borrower’s election, shall either (x) be converted to Base Rate Loans at the end of the then applicable Interest Period, or (y) be prepaid in full at the end of the applicable Interest Period (provided, that, if no election is made by the Borrower by the last day of the then current Interest Period for such SOFR Loan, then the Borrower shall be deemed to have made the election described in the foregoing clause (a)(2)(x)).