Common use of Interest Rate Inadequate or Unfair Clause in Contracts

Interest Rate Inadequate or Unfair. In the event that Administrative Agent shall have determined that: (a) reasonable means do not exist for ascertaining the Term SOFR Rate for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Loan, a proposed Term SOFR Loan, or a proposed conversion of a Base Rate Loan into a Term SOFR Loan; or (c) the making, maintenance or funding of any Term SOFR Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law), or (d) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Loan, and Lenders have provided notice of such determination to Agent, then Administrative Agent shall give Borrower Representative prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Loan shall be made as a Base Rate Loan, unless Borrower Representative shall notify Administrative Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Loan, (ii) any Base Rate Loan or Term SOFR Loan which was to have been converted to an affected type of Term SOFR Loan shall be continued as or converted into a Base Rate Loan, or, if Borrower Representative shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Loan, and (iii) any outstanding affected Term SOFR Loans shall be converted into a Base Rate Loan, or, if Borrower Representative shall notify Administrative Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Loan, shall be converted into an unaffected type of Term SOFR Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Loan or maintain outstanding affected Term SOFR Loans and no Borrower shall have the right to convert a Base Rate Loan or an unaffected type of Term SOFR Loan into an affected type of Term SOFR Loan.

Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Term LIBORTerm SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term LIBORTerm SOFR Rate Loan, a proposed Term LIBORTerm SOFR Rate Loan, or a proposed conversion of a Base Domestic Rate Loan into a Term LIBORTerm SOFR Rate Loan; or (c) the making, maintenance or funding of any Term LIBORTerm SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law), or (d) the Term LIBORTerm SOFR Rate will not adequately and fairly reflect the cost to such Lender of the funding, establishment or maintenance of any Term LIBORTerm SOFR Rate Loan, during the applicable Interest Period, and Lenders have provided notice of such determination to Agent, then Administrative Agent shall give Borrower Representative Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term LIBORTerm SOFR Rate Loan shall be made as a Base Domestic Rate Loan, unless Borrower Representative Borrowing Agent shall notify Administrative Agent no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term LIBORTerm SOFR Rate Loan, (ii) any Base Domestic Rate Loan or Term LIBORTerm SOFR Rate Loan which was to have been converted to an affected type of Term LIBORTerm SOFR Rate Loan shall be continued as or converted into a Base Domestic Rate Loan, or, if Borrower Representative Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term LIBORTerm SOFR Rate Loan, and (iii) any outstanding affected Term LIBORTerm SOFR Rate Loans shall be converted into a Base Domestic Rate Loan, or, if Borrower Representative Borrowing Agent shall notify Administrative Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term LIBORTerm SOFR Rate Loan, shall be converted into an unaffected type of Term LIBORTerm SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term LIBORTerm SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term LIBORTerm SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term LIBORTerm SOFR Rate Loan or maintain outstanding affected Term LIBORTerm SOFR Rate Loans and no Borrower shall have the right to convert a Base Rate Loan or an unaffected type of Term SOFR Loan into an affected type of Term SOFR Loan.109 074658.21069/130240014v.3

Interest Rate Inadequate or Unfair. In the event that Administrative Agent shall have determined that: (aia) adequate and reasonable means do not exist for ascertaining such Benchmark, (ii) such Benchmark does not adequately and fairly reflect the effective cost to the Lenders of making or maintaining a Loan based on such Benchmarkthe Term SOFR Rate for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not available, with respect to an outstanding Term SOFR Loan, a proposed Term SOFR Loan, or a proposed conversion of a Base Rate Loan into a Term SOFR Loan; or (ciiic) the making, maintenance or funding of any aany Term SOFR Loan based on such Benchmark has been made impracticable impracticalimpracticable or unlawful unlawful, then, and in any such event (unless such event constitutes a Benchmark Transition Event), by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law), or (d) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Loan, and Lenders have provided notice of such determination to Agent, then Administrative Agent shall may so notifyshall give Borrower Representative and as of the date of such notification (y) any request hereunder for the conversion of any Loan to, or continuation of any Loan as, a Loan based on such Benchmark shall be ineffective and any such Loan shall be continued as or converted to, as the case may be, a Base Rate Loan and (z) if any request is made hereunder for a Loan based on such Benchmark, suchRepresentative prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Loan shall be made as a Base Rate Loan, in each case unless Borrower and untilBorrower Representative shall notify Administrative Agent no shall have determined thatno later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing circumstancesborrowing shall be cancelled or made as an unaffected type of Term SOFR Loan, (ii) any Base Rate Loan or Term SOFR Loan which was to have been converted to an affected type of Term SOFR Loan shall be continued as or converted into a Base Rate Loan, or, if Borrower Representative shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Loan, longer exist and (iii) any outstanding affected Term SOFR Loans shall be converted into a Base Rate Loan, or, if Borrower Representative shall notify Administrative Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Loan, shall be converted into an unaffected type of Term SOFR Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Loan or maintain outstanding affected Term SOFR Loans and no Borrower shall have the right to convert a Base Rate Loan or an unaffected type of Term SOFR Loan into an affected type of Term SOFR Loanrevoked such notice.

Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Term SOFR Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank Term SOFR market, with respect to an outstanding Term SOFR Rate Loan, a proposed Term SOFR Rate Loan, or a proposed conversion of a Base Domestic Rate Loan into a Term SOFR Rate Loan; or (c) the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law), or (d) the Term SOFR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR Rate Loan, and Lenders have provided notice of such determination to Agent, then Administrative Agent shall give Borrower Representative Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below)given, (i) any such requested Term SOFR Rate Loan shall be made as a Base Domestic Rate Loan, unless Borrower Representative Borrowing Agent shall notify Administrative Agent no later than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Base Domestic Rate Loan or Term SOFR Rate Loan which was to have been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Base Domestic Rate Loan, or, if Borrower Representative Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Base Domestic Rate Loan, or, if Borrower Representative Borrowing Agent shall notify Administrative Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Base Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

Interest Rate Inadequate or Unfair. In the event that Administrative Agent or any Lender shall have determined that: (a) reasonable means do not exist for ascertaining the Term SOFR LIBORBSBY Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or (b) Dollar deposits in the relevant amount and for the relevant maturity are not availableavailable in the London interbank LIBOR market, with respect to an outstanding Term SOFR LIBORBSBY Rate Loan, a proposed Term SOFR LIBORBSBY Rate Loan, or a proposed conversion of a Base Domestic Rate Loan into a Term SOFR LIBORBSBY Rate Loan; or (c) the making, maintenance or funding of any Term SOFR LIBORBSBY Rate Loan has been made impracticable or unlawful by compliance by Agent or such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law), ,; or (d) the Term SOFR LIBORBSBY Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any Term SOFR LIBORBSBY Rate Loan, and Lenders have provided notice of such determination to Agent, then Administrative Agent shall give Borrower Representative Borrowing Agent prompt written or telephonic notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR LIBORBSBY Rate Loan shall be made as a Base Domestic Rate Loan, unless Borrower Representative Borrowing Agent shall notify Administrative Agent no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR LIBORBSBY Rate Loan, (ii) any Base Domestic Rate Loan or Term SOFR LIBORBSBY Rate Loan which was to have been converted to an affected type of Term SOFR LIBORBSBY Rate Loan shall be continued as or converted into a Base Domestic Rate Loan, or, if Borrower Representative Borrowing Agent shall notify Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR LIBORBSBY Rate Loan, and (iii) any outstanding affected Term SOFR LIBORBSBY Rate Loans shall be converted into a Base Domestic Rate Loan, or, if Borrower Representative Borrowing Agent shall notify Administrative Agent, no later than 1:00 p.m. Eastern Standard Time two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR LIBORBSBY Rate Loan, shall be converted into an unaffected type of Term SOFR LIBORBSBY Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR LIBORBSBY Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR LIBORBSBY Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR LIBORBSBY Rate Loan or maintain outstanding affected Term SOFR LIBORBSBY Rate Loans and no Borrower shall have the right to convert a Base Domestic Rate Loan or an unaffected type of Term SOFR LIBORBSBY Rate Loan into an affected type of Term SOFR LIBORBSBY Rate Loan. 3.8.2. Benchmark Replacement Setting.