Common use of Interest Rate Determination; Inability to Determine Rates Clause in Contracts

Interest Rate Determination; Inability to Determine Rates. (a) Subject to this Section 3.5 and Section 3.9, the rate of interest for each SOFR Loan shall be determined by the Administrative Agent two Business Days before the first day of each Interest Period applicable to such Loan. 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 Section 3.9, if, prior to the first day of any Interest Period for a Borrowing of SOFR Loans, the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, “Term SOFR” cannot be determined pursuant to the definition thereof, the Administrative Agent shall give written notice thereof to the Borrower and the Banks as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower and the Banks, any obligation of the Banks to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. The Administrative Agent will withdraw any such notice when the circumstances giving rise to such notice no longer exist. Subject to Section 3.9, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Interest Rate Determination; Inability to Determine Rates. (a) Subject to this Section 3.5 and Section 3.9, the rate of interest for each SOFR Loan shall be determined by the Administrative Agent two Business Days before the first day of each Interest Period applicable to such Loan. The Administrative Agent shall give prompt notice to the relevant Borrower and the Banks Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Sections 3.3(aSection 2.07(a)(i) and or (b) hereofii). (b) Subject If in connection with any request for a Term SOFR Advance or a conversion of Base Rate Advances to Section 3.9, if, prior to the first day Term SOFR Advances or a continuation of any Interest Period for a Borrowing of SOFR Loanssuch Advances, as applicable, (i) the Administrative Agent shall have reasonably determined determines (which determination shall be conclusive and binding upon the Borrower absent manifest error) thatthat (A) no Successor Rate has been determined in accordance with Section 2.08(f), “and the circumstances under Section 2.08(f)(i) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR” canSOFR for any requested Interest Period with respect to a proposed Term SOFR Advance or in connection with an existing or proposed Base Rate Advance, or (ii) the Agent or the Majority Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Advance does not be determined pursuant adequately and fairly reflect the cost to the definition thereofsuch Lenders of funding such Advance, the Administrative Agent shall give written notice thereof to the will promptly so notify each Borrower and each Lender. Thereafter, (x) the Banks as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower and the Banks, any obligation of the Banks Lenders to make or maintain Term SOFR LoansAdvances, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans Base Rate Advances to Term SOFR LoansAdvances, shall be suspended (in each case to the extent of the affected Term SOFR Loans Advances or affected Interest Periods, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Majority Xxxxxxx described in clause (ii) of this Section 2.08(b), until the Agent upon instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) the each Borrower may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Loans (Advances to the extent of the affected Term SOFR Loans Advances or affected Interest Periods) Periods or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans Base Rate Advances in the amount specified therein and (ii) any outstanding affected Term SOFR Loans will Advances shall be deemed to have been converted into ABR Loans to Base Rate Advances immediately at the end of the their respective applicable Interest Period. The Administrative . (c) If any Borrower, in requesting a Borrowing comprised of Term SOFR Advances, shall fail to select the duration of the Interest Period for such Term SOFR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will withdraw forthwith so notify such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (d) On the date on which the aggregate unpaid principal amount of Term SOFR Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such notice when Advances shall automatically, on the circumstances giving rise last day of the then existing Interest Period therefor, Convert into Base Rate Advances. (e) Upon the occurrence and during the continuance of any Event of Default, (i) each Term SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to such notice no longer exist. Subject make, or to Section 3.9Convert Advances into, Term SOFR Advances shall be suspended. (f) Notwithstanding anything to the contrary in this Agreement, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error), or the Company or Majority Lenders notify the Agent (with, in the case of the Majority Lenders, a copy to the Company) that “the Company or Majority Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR” can, 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 determined pursuant temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a governmental authority having jurisdiction over the 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 definition thereof on any given dayTerm 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 Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on ABR Loans 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 “Scheduled Unavailability Date”), then, on a date and time determined by the Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (i) if the Agent without reference determines that Daily Simple SOFR is not available on or prior to clause the Term SOFR Replacement Date, or (cii) if the events or circumstances of the definition type described in Section 2.08(f)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Agent and the Company may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.08(f) at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and any adjustment thereto, shall constitute a “Alternate Base Successor Rate” until ”. Any such amendment shall become effective at 5:00 P.M. on the Administrative fifth Business Day after the Agent revokes shall have posted such determinationproposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders object to such amendment. The Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement. In connection with the implementation of a Successor Rate, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.