Common use of Interest Rate Determination and Protection Clause in Contracts

Interest Rate Determination and Protection. (a) If the Agent shall on behalf of the Banks determine in good faith (which determination shall be conclusive and binding on the Borrower and the Banks) that, by reason of circumstances affecting the international interbank Eurocurrency market generally, adequate and reasonable means do not or will not exist for ascertaining the Eurodollar Rate applicable to any Interest Period, the Agent shall give notice of such determination (hereinafter called a "Determination Notice") to the Borrower and each of the Banks. The Borrower, the Banks and the Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate (or separate rates in respect of the Loans of the several Banks) and Interest Period (or Periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Banks and the Agent are unable to agree upon an interest rate (or rates) and Interest Period (or Periods) within a period not exceeding thirty days of the giving of such Determination Notice, then the Borrower shall have the right to prepay any such Loans (without premium or penalty) and with respect to any such Loans that are not so prepaid, the Agent shall (after consultation with the Banks) set an interest rate (or separate rates in respect of the Loans of the several Banks) and an Interest Period (or Periods) all to take effect from the expiration of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be the aggregate of the Applicable Margin and the cost to each of the Banks of funding their Ratable Portion of the Loans. In the event that the condition referred to in this Section 5.3(a) shall extend beyond the end of an Interest Period so agreed or set, the foregoing procedure shall be repeated as often as may be necessary. (b) The Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Agent for purposes of Section 5.2(a) or (b). (c) If the Majority Banks notify the Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to such Banks of making or maintaining their respective Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Borrower and the Banks stating the circumstances which have caused such notice to be given, and if such notice shall be given prior to the Loan or Loans being advanced by the Banks, the Borrower's right to borrow the Loans hereunder from the Banks shall be suspended during the continuation of such circumstances. In any event, during the thirty (30) days following the giving of such notice, the Borrower, the Agent and the Banks shall negotiate in good faith in order to arrive at an alternative interest rate or (as the case may be) an alternative basis for the Banks to fund or continue to fund their Ratable Portion of such Loans during such Interest Period. If within such thirty (30) day period an alternative interest rate or (as the case may be) an alternative basis is agreed upon, then such alternative interest rate or (as the case may be) alternative basis shall take effect in accordance with the terms of such agreement. If the Borrower, the Agent and the Banks fail to agree on such an alternative interest rate or (as the case may be) alternative basis within such thirty (30) day period and such circumstances are continuing at the end of such thirty (30) day period, then the Agent, with the agreement of each Bank shall set an interest period and interest rate representing the cost of funding of the Banks in Dollars of their Ratable Portion of such Loans plus the Applicable Margin. If the circumstance shall continue at the end of such interest period, the procedure in this Section 5.3(c) shall be repeated. If the Borrower shall not agree with such rate then the Borrower may give not less than fifteen (15) Business Days' irrevocable notice of prepayment to the Agent, in which case the aggregate Commitments of the Banks shall thereupon be canceled and, if the Loans are outstanding, the Borrower shall prepay (without premium or penalty) Loans on the first Business Day after such period together with accrued interest thereon at the applicable rate plus the Applicable Margin.

Interest Rate Determination and Protection. (a) If the Administrative Agent shall on behalf of the Banks determine in good faith (which determination shall be conclusive and binding on the Borrower and the Banks) that, by reason of circumstances affecting the international interbank Eurocurrency market generally, adequate and reasonable means do not or will not exist for ascertaining the Eurodollar Rate applicable to any Interest Period, the Administrative Agent shall give notice of such determination (hereinafter called a "Determination Notice") to the Borrower and each of the Banks. The Borrower, the Banks and the Administrative Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate (or separate rates in respect of the Eurodollar Loans of the several Banks) and Interest Period (or Periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Banks and the Administrative Agent are unable to agree upon an interest rate (or rates) and Interest Period (or Periods) within a period not exceeding thirty 30 days of the giving of such Determination Notice, then the Borrower shall have the right to prepay any such Loans (without premium or penalty) and with respect to any such Eurodollar Loans that are not so prepaid, the Administrative Agent shall (after consultation with the Banks) set an interest rate (or separate rates in respect of the Eurodollar Loans of the several Banks) and an Interest Period (or Periods) all to take effect from the expiration of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be (i) during the aggregate Line of Credit Loan Availability Period, the Base Rate or Reference Rate for non-U.S. Banks plus 1.75%, and (ii) upon the occurrence of the Applicable Margin and the cost to each of the Banks of funding their Ratable Portion of the Loans. In the event that the condition referred to in this Section 5.3(a) shall extend beyond the end of an Interest Period so agreed or setLoan Conversion, the foregoing procedure shall be repeated as often as may be necessaryBase Rate or Reference Rate for non-U.S. Banks set forth in Section 4.2(b). (b) The Administrative Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Administrative Agent for purposes of Section 5.2(a) or (b)4.2, and the applicable rate furnished by the Reference Bank. (c) If the Majority Banks notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to such Banks of making or maintaining their respective Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks stating the circumstances which have caused such notice to be given, and if such notice shall be given prior to the Loan or Loans being advanced by the Banks, the Borrower's right to borrow the Eurodollar Loans hereunder from the Banks shall be suspended during the continuation of such circumstances. In any event, during the thirty (30) 30 days following the giving of such notice, the Borrower, the Administrative Agent and the Banks shall negotiate in good faith in order to arrive at an alternative interest rate or (as the case may be) an alternative basis for the Banks to fund or continue to fund their Ratable Portion of such Eurodollar Loans during such Interest Period. If within such thirty (30) -day period an alternative interest rate or (as the case may be) an alternative basis is agreed upon, then such alternative interest rate or (as the case may be) alternative basis shall take effect in accordance with the terms of such agreement. If the Borrower, the Administrative Agent and the Banks fail to agree on such an alternative interest rate or (as the case may be) alternative basis within such thirty (30) -day period and such circumstances are continuing at the end of such thirty (30) -day period, then the Agent, Administrative Agent with the agreement of each Bank shall set an interest period and interest rate representing which rate (or rates) shall be (i) during the cost Line of funding Credit Loan Availability Period, the Base Rate or Reference Rate for non-U.S. Banks plus 1.75% , and (ii) upon the occurrence of the Loan Conversion, the Base Rate or Reference Rate for non-U.S. Banks set forth in Dollars of their Ratable Portion of such Loans plus the Applicable MarginSection 4.2(b). If the circumstance shall continue at the end of such interest period, the procedure in this Section 5.3(c4.3(c) shall be repeated. If the Borrower shall not agree with such rate then the Borrower may give may, upon not less than fifteen (15) 15 Business Days' irrevocable notice of prepayment to the Administrative Agent, in which case the aggregate Commitments of the Banks shall thereupon be canceled and, if the Loans are outstanding, the Borrower shall prepay (without premium or penalty) the Loans on the first Business Day after such period period, together with accrued interest thereon at the applicable rate plus the Applicable Margin.

Interest Rate Determination and Protection. (a) If Subject to clauses (c), (d), (e), (f), (g) and (h) of this Section 3.5, the Agent shall on behalf rate of the Banks determine in good faith (which determination interest for each Eurodollar Rate Loan shall be conclusive and binding on determined by the Borrower and Administrative Agent two Business Days before the Banks) that, by reason first day of circumstances affecting the international interbank Eurocurrency market generally, adequate and reasonable means do not or will not exist for ascertaining the Eurodollar Rate each Interest Period applicable to any Interest Period, the Agent shall give notice of such determination (hereinafter called a "Determination Notice") to the Borrower and each of the BanksLoan. The Borrower, the Banks and the Agent shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate (or separate rates in respect of the Loans of the several Banks) and Interest Period (or Periods) to be substituted for those which would otherwise have applied under this Agreement. If the Borrower, the Banks and the Agent are unable to agree upon an interest rate (or rates) and Interest Period (or Periods) within a period not exceeding thirty days of the giving of such Determination Notice, then the Borrower shall have the right to prepay any such Loans (without premium or penalty) and with respect to any such Loans that are not so prepaid, the Agent shall (after consultation with the Banks) set an interest rate (or separate rates in respect of the Loans of the several Banks) and an Interest Period (or Periods) all to take effect from the expiration of the Interest Period current at the date of the Determination Notice, which rate (or rates) shall be the aggregate of the Applicable Margin and the cost to each of the Banks of funding their Ratable Portion of the Loans. In the event that the condition referred to in this Section 5.3(a) shall extend beyond the end of an Interest Period so agreed or set, the foregoing procedure shall be repeated as often as may be necessary. (b) The Administrative Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Administrative Agent for purposes of Sections 3.3(a) and (b) hereof. (b) Subject to clauses (c), (d), (e), (f), (g) and (h) of this Section 5.2(a3.5, if, prior to the first day of any Interest Period for a Borrowing of Eurodollar Rate Loans, (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the London interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period (including because the Eurodollar Rate is not available or is not published on a current basis) or (b). (cii) If the Administrative Agent shall have received notice from the Majority Banks notify the Agent that the Eurodollar Rate determined or to be determined for any such Interest Period will not adequately and fairly reflect the cost to such Banks (as determined in good faith and certified by such Banks) of making or maintaining their respective Eurodollar Rate Loans for included in such Borrowing during such Interest Period, the Administrative Agent shall forthwith give written notice thereof to the Borrower and the Banks stating as soon as practicable thereafter. If such notice is given, (A) any Eurodollar Rate Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (B) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Rate Loans shall be continued as ABR Loans and (C) any outstanding Eurodollar Rate Loans shall be converted, on the last day of the then applicable Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Rate Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Rate Loans. The Administrative Agent will withdraw any such notice when the circumstances which have caused giving rise to such notice no longer exist. (c) Notwithstanding anything to be giventhe contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and if such notice shall be given its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or Loans being advanced further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by the Bankssuch time, the Borrower's right written notice of objection to borrow the Loans hereunder such Benchmark Replacement from the Banks shall be suspended during comprising the continuation Majority Banks. (d) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such circumstancesBenchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (d) shall not be effective unless the Administrative Agent has delivered to the Banks and the Borrower a Term SOFR Notice. In any event, during For the thirty (30) days following the giving avoidance of such noticedoubt, the BorrowerAdministrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (e) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (f) The Administrative Agent will promptly notify the Borrower and the Banks shall negotiate of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in good faith in order Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to arrive at an alternative interest clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Bank (or group of Banks) pursuant to this Section 3.5, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.5. (g) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or Eurodollar Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the case may beAdministrative Agent in its reasonable discretion or (B) an alternative basis the regulatory supervisor for the Banks to fund or continue to fund their Ratable Portion administrator of such Loans during Benchmark has provided a public statement or publication of information announcing that any tenor for such Interest Period. If within such thirty (30) day period an alternative interest rate Benchmark is or (as the case may be) an alternative basis is agreed upon, then such alternative interest rate or (as the case may be) alternative basis shall take effect in accordance with the terms of such agreement. If the Borrower, the Agent and the Banks fail to agree on such an alternative interest rate or (as the case may be) alternative basis within such thirty (30) day period and such circumstances are continuing at the end of such thirty (30) day periodwill be no longer representative, then the AgentAdministrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, with or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the agreement Administrative Agent may modify the definition of each Bank shall set an interest period and interest rate representing “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (h) Upon the cost Borrower’s receipt of funding notice of the Banks in Dollars commencement of their Ratable Portion of such Loans plus the Applicable Margin. If the circumstance shall continue at the end of such interest perioda Benchmark Unavailability Period, the procedure in this Section 5.3(c) shall be repeated. If the Borrower shall not agree with such rate then the Borrower may give not less than fifteen (15) Business Days' irrevocable notice revoke any request for a Eurodollar Borrowing of, conversion to or continuation of prepayment Eurodollar Loans to the Agentbe made, in which case the aggregate Commitments of the Banks shall thereupon be canceled converted or continued during any Benchmark Unavailability Period and, if the Loans are outstandingfailing that, the Borrower shall prepay (without premium will be deemed to have converted any such request into a request for a Borrowing of or penalty) Loans on conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the first Business Day after then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such period together with accrued interest thereon at the applicable rate plus the Applicable Margintenor for such Benchmark, as applicable, will not be used in any determination of ABR.