Common use of Unavailability of Screen Rate Clause in Contracts

Unavailability of Screen Rate. Notwithstanding anything to the contrary in this Agreement or any other Finance Document, if the Facility Agent determines (which determination shall, in the absence of manifest error, be conclusive) or the Borrower or the Required Lenders notify the Facility Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or the Required Lenders (as applicable) have determined that: (a) adequate and reasonable means would not exist for ascertaining (should the Floating Rate apply) the Screen Rate for the relevant Interest Period including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the Screen Rate or a governmental authority having jurisdiction over the Facility Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be made available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, or existing syndicated loans that include language similar to that contained in this Clause 6.19, are being executed and/or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Screen Rate, then, reasonably promptly after such determination by the Facility Agent or receipt by the Facility Agent of such notice, as applicable, or if the Borrower otherwise requests, the Facility Agent and the Borrower may amend this Agreement to replace the Screen Rate 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 similar Euro denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “Euro Successor Rate”), and also together with any proposed Euro Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 P.M. (London time) on the fifth (5) Business Day after the Facility Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Facility Agent written notice that such Required Lenders do not accept such amendment. Such Euro 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 Facility Agent, such Euro Successor Rate shall be applied in a manner as otherwise reasonably determined by the Facility Agent. If no Euro Successor Rate has been determined and the circumstances under paragraph (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Facility Agent will promptly notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to fund or maintain the relevant portion of the Loan (including the Deferred Tranche) at the Screen Rate (to the extent of the affected part of the Loan, the Deferred Tranche or Interest Periods) shall be suspended and the Borrower shall pay interest on such part of the Loan at a rate equal to the sum of the Floating Rate Margin and the weighted average of the cost to the Lenders of funding the respective portions of the affected part of the Loan (as notified to the Facility Agent and the Borrower no later than five (5) Business Days prior to the start of the relevant Interest Period). Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any part of the Loan (to the extent of the affected part of the Loan, the Deferred Tranche or Interest Periods). Notwithstanding anything else herein, any definition of Euro Successor Rate shall provide that in no event shall such Euro Successor Rate be less than zero for purposes of this Agreement.

Unavailability of Screen Rate. Notwithstanding anything to the contrary in this Agreement or any other Finance Document, if the Facility Agent determines (which determination shall, in the absence of manifest error, be conclusive) or the Borrower or the Required Lenders notify the Facility Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or the Required Lenders (as applicable) have determined that: (a) adequate and reasonable means would not exist for ascertaining (should the Floating Rate apply) the Screen Rate for the relevant Interest Period including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the Screen Rate or a governmental authority having jurisdiction over the Facility Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be made available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, or existing syndicated loans that include language similar to that contained in this Clause 6.196.17, are being executed and/or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Screen Rate, then, reasonably promptly after such determination by the Facility Agent or receipt by the Facility Agent of such notice, as applicable, or if the Borrower otherwise requests, the Facility Agent and the Borrower may amend this Agreement to replace the Screen Rate 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 similar Euro Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “Euro Dollar Successor Rate”), and also together with any proposed Euro Dollar Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 P.M. (London time) on the fifth (5) Business Day after the Facility Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Facility Agent written notice that such Required Lenders do not accept such amendment. Such Euro Dollar 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 Facility Agent, such Euro Dollar Successor Rate shall be applied in a manner as otherwise reasonably determined by the Facility Agent. If no Euro Dollar Successor Rate has been determined and the circumstances under paragraph (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Facility Agent will promptly notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to fund or maintain the relevant portion of the Loan (including the Deferred Tranche) at the Screen Rate (to the extent of the affected part of the Loan, the Deferred Tranche or Interest Periods) shall be suspended and the Borrower shall pay interest on such part of the Loan at a rate equal to the sum of the Floating Rate Margin and the weighted average of the cost to the Lenders of funding the respective portions of the affected part of the Loan (as notified to the Facility Agent and the Borrower no later than five (5) Business Days prior to the start of the relevant Interest Period). Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any part of the Loan (to the extent of the affected part of the Loan, the Deferred Tranche or Interest Periods). Notwithstanding anything else herein, any definition of Euro Dollar Successor Rate shall provide that in no event shall such Euro Dollar Successor Rate be less than zero for purposes of this Agreement.

Unavailability of Screen Rate. Notwithstanding anything to the contrary in this Agreement or any other Finance Document, if the Facility Agent determines (which determination shall, in the absence of manifest error, be conclusive) or the Borrower or the Required Lenders notify the Facility Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or the Required Lenders (as applicable) have determined that: (a) adequate and reasonable means would not exist for ascertaining (should the Floating Rate apply) the Screen Rate for the relevant Interest Period including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the Screen Rate or a governmental authority having jurisdiction over the Facility Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be made available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, or existing syndicated loans that include language similar to that contained in this Clause 6.196.17, are being executed and/or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Screen Rate, then, reasonably promptly after such determination by the Facility Agent or receipt by the Facility Agent of such notice, as applicable, or if the Borrower otherwise requests, the Facility Agent and the Borrower may amend this Agreement to replace the Screen Rate 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 similar Euro Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “Euro Dollar Successor Rate”), and also together with any proposed Euro Dollar Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 P.M. (London time) on the fifth (5) Business Day after the Facility Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Facility Agent written notice that such Required Lenders do not accept such amendment. Such Euro Dollar 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 Facility Agent, such Euro Dollar Successor Rate shall be applied in a manner as otherwise reasonably determined by the Facility Agent. If no Euro Dollar Successor Rate has been determined and the circumstances under paragraph (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Facility Agent will promptly notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to fund or maintain the relevant portion of the Loan (including the a Deferred Tranche) at the Screen Rate (to the extent of the affected part of the Loan, the Deferred Tranche Tranches or Interest Periods) shall be suspended and the Borrower shall pay interest on such part of the Loan at a rate equal to the sum of the applicable Floating Rate Margin and the weighted average of the cost to the Lenders of funding the respective portions of the affected part of the Loan (as notified to the Facility Agent and the Borrower no later than five (5) Business Days prior to the start of the relevant Interest Period). Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any part of the Loan (to the extent of the affected part of the Loan, the a Deferred Tranche or Interest Periods). The Facility Agent (acting on the instructions of the Required Lenders) and the Borrower shall, during the period between 1 April 2021 and 30 June 2021, enter into negotiations in good faith with a view to agreeing a basis upon which a Dollar Successor Rate can be used in replacement of the Screen Rate, together with any associated Dollar Successor Rate Conforming Changes, and a timetable for the implementation of these changes so that the appropriate changes can be made prior to the Scheduled Unavailability Date. Notwithstanding anything else herein, any definition of Euro Dollar Successor Rate shall provide that in no event shall such Euro Dollar Successor Rate be less than zero for purposes of this Agreement.

Unavailability of Screen Rate. Notwithstanding anything to the contrary in this Agreement or any other Finance Document, if the Facility Agent determines (which determination shall, in the absence of manifest error, be conclusive) or the Borrower or the Required Lenders notify the Facility Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or the Required Lenders (as applicable) have determined that: (a) adequate and reasonable means would not exist If no Screen Rate is available for ascertaining (should the Floating Interest Period of a Loan, the applicable Screen Rate apply) shall be the Interpolated Screen Rate for a period equal in length to the relevant Interest Period including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; orof that Loan. (b) If no Screen Rate is available, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to that currency in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the administrator use of that other benchmark rate) may be made with the consent of the Screen Rate or a governmental authority having jurisdiction over Majority Lenders and the Facility Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be made available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); orObligors. (c) syndicated loans currently being executed, If any Lender fails to respond to a request for an amendment or existing syndicated loans that include language similar to that contained waiver described in this Clause 6.19, are being executed and/or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Screen Rate, then, reasonably promptly after such determination by the Facility Agent or receipt by the Facility Agent of such notice, as applicable, or if the Borrower otherwise requests, the Facility Agent and the Borrower may amend this Agreement to replace the Screen Rate 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 similar Euro denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “Euro Successor Rate”), and also together with any proposed Euro Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 P.M. (London time) on the fifth (5) Business Day after the Facility Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Facility Agent written notice that such Required Lenders do not accept such amendment. Such Euro 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 Facility Agent, such Euro Successor Rate shall be applied in a manner as otherwise reasonably determined by the Facility Agent. If no Euro Successor Rate has been determined and the circumstances under paragraph (a) above exist or within five Business Days (unless the Scheduled Unavailability Date has occurred (as applicable), Company and the Facility Agent will promptly notify agree to a longer time period in relation to any request) of that request being made: (i) its Commitment(s) shall not be included for the Borrower and each Lender. Thereafter, purpose of calculating the obligation of the Lenders to fund or maintain Total Commitments under the relevant portion Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and (ii) its status as a Lender shall be disregarded for the Loan purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request. (including the Deferred Tranched) at the Subject to paragraph (e) below and after giving effect to paragraph (a) and any amendments contemplated by paragraphs (b) and (c) above, if no Screen Rate is available for LIBOR for the Interest Period of a Loan for (to i) the extent currency of a Loan or (ii) the affected part Interest Period of the a Loan, the Deferred Tranche or applicable LIBOR shall be the Reference Bank Rate as of the Specified Time for that Loan and for a period equal in length to the Interest PeriodsPeriod of that Loan. (e) If no Reference Bank Rate is available for the relevant currency and Interest Period, there shall be no LIBOR for that Loan and Clause 13.4 (Cost of funds) shall be suspended and the Borrower shall pay interest on such part of the apply to that Loan at a rate equal to the sum of the Floating Rate Margin and the weighted average of the cost to the Lenders of funding the respective portions of the affected part of the Loan (as notified to the Facility Agent and the Borrower no later than five (5) Business Days prior to the start of the relevant for that Interest Period). Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any part of the Loan (to the extent of the affected part of the Loan, the Deferred Tranche or Interest Periods). Notwithstanding anything else herein, any definition of Euro Successor Rate shall provide that in no event shall such Euro Successor Rate be less than zero for purposes of this Agreement.

Unavailability of Screen Rate. Notwithstanding anything to the contrary in this Agreement or any other Finance Document, if the Facility Agent determines (which determination shall, in the absence of manifest error, be conclusive) or the Borrower or the Required Lenders notify the Facility Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or the Required Lenders (as applicable) have determined that: (a) adequate and reasonable means would not exist for ascertaining (should the Floating Rate apply) the Screen Rate for the relevant Interest Period including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the Screen Rate or a governmental authority having jurisdiction over the Facility Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be made available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, or existing syndicated loans that include language similar to that contained in this Clause 6.19, are being executed and/or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Screen Rate, then, reasonably promptly after such determination by the Facility Agent or receipt by the Facility Agent of such notice, as applicable, or if the Borrower otherwise requests, the Facility Agent and the Borrower may amend this Agreement to replace the Screen Rate 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 similar Euro denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “Euro Successor Rate”), and also together with any proposed Euro Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 P.M. (London time) on the fifth (5) Business Day after the Facility Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Facility Agent written notice that such Required Lenders do not accept such amendment. Such Euro 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 Facility Agent, such Euro Successor Rate shall be applied in a manner as otherwise reasonably determined by the Facility Agent. If no Euro Successor Rate has been determined and the circumstances under paragraph (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Facility Agent will promptly notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to fund or maintain the relevant portion of the Loan (including the Deferred Tranche) at the Screen Rate (to the extent of the affected part of the Loan, the a Deferred Tranche or Interest Periods) shall be suspended and the Borrower shall pay interest on such part of the Loan at a rate equal to the sum of the Floating Rate Margin and the weighted average of the cost to the Lenders of funding the respective portions of the affected part of the Loan (as notified to the Facility Agent and the Borrower no later than five (5) Business Days prior to the start of the relevant Interest Period). Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any part of the Loan (to the extent of the affected part of the Loan, the a Deferred Tranche or Interest Periods). The Facility Agent (acting on the instructions of the Required Lenders) and the Borrower shall, during the period between 1 April 2021 and 30 June 2021, enter into negotiations in good faith with a view to agreeing a basis upon which a Euro Successor Rate can be used in replacement of the Screen Rate, together with any associated Euro Successor Rate Conforming Changes, and a timetable for the implementation of these changes so that the appropriate changes can be made prior to the Scheduled Unavailability Date. Notwithstanding anything else herein, any definition of Euro Successor Rate shall provide that in no event shall such Euro Successor Rate be less than zero for purposes of this Agreement.