Common use of Successor Rate Clause in Contracts

Successor Rate. (a) If in connection with any request for a LIBO Rate Loan, CDOR Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank LIBO Rate market for the applicable amount and Interest Period of such LIBO Rate Loan or Canadian bankers’ acceptances are not being offered to banks in the Canadian interbank market for the applicable amount and Interest Period of such CDOR Rate Loan, or (B) (x) adequate and reasonable means do not exist for determining the LIBO Rate or CDOR Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan or CDOR Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.05(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the LIBO Rate or CDOR Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan or CDOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBO Rate Loan or CDOR Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans or CDOR Rate Loans shall be suspended (to the extent of the affected LIBO Rate Loans, CDOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the LIBO Rate component of the Base Rate, the utilization of the LIBO Rate component in determining the Base Rate shall be suspended until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.05(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans or Interest Periods) or CDOR Rate Loans (to the extent of the affected CDOR Rate Loans or Interest Periods), as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing of LIBO Rate Loans or CDOR Rate Loans, as applicable in the amount specified therein.

Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Document (a) If in connection with any request for a LIBO Rate Loanincluding Section 9.1 hereof), CDOR Rate Loan or a conversion to or continuation thereof, (i) if the Administrative Agent determines that (A) Dollar deposits are not being offered to banks which determination shall be conclusive absent manifest error), or the Company or the Required Lenders notify the Administrative Agent (with, in the London interbank LIBO Rate market for case of the applicable amount and Interest Period of such LIBO Rate Loan Required Lenders, a copy to the Company) that the Company or Canadian bankers’ acceptances are not being offered to banks in the Canadian interbank market for the applicable amount and Interest Period of such CDOR Rate LoanRequired Lenders (as applicable) have determined, or that: (B) (xa) adequate and reasonable means do not exist for determining ascertaining the LIBO Applicable Reference Rate or CDOR Rate for an Applicable Currency for any requested Interest Period with respect because the Screen Rate for such Applicable Currency is not available or published on a current basis and such circumstances are unlikely to a proposed LIBO Rate Loan or CDOR Rate Loan or in connection with an existing or proposed Base Rate Loan and be temporary, (yb) the circumstances described administrator of the Screen Rate for an Applicable Currency or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Applicable Reference Rate for an Applicable Currency or the Screen Rate for an Applicable Currency shall no longer be made available, or used for determining the interest rate of loans denominated in Section 3.05(c)(i) do not apply (such Applicable Currency; provided, that, in each case with respect case, at the time of such statement, there is no successor administrator that is satisfactory to this clause the Administrative Agent, that will continue to provide the Applicable Reference Rate for such Applicable Currency after such specific date (i)such specific date, the “Impacted LoansScheduled Unavailability Date”), or (iic) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.38, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Applicable Reference Rate, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement solely for the purpose of replacing the Applicable Reference Rate for the Applicable Currency in accordance with this Section 2.38 with an alternate benchmark rate giving due consideration to any evolving or then existing convention for similar syndicated credit facilities syndicated in the U.S. and denominated in the Applicable Currency for such alternative benchmarks (any such proposed rate, a “Successor Rate”) 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 syndicated credit facilities syndicated in the U.S. and denominated in the Applicable Currency for such benchmarks, each of which adjustments or methods for calculating such adjustments shall be published on one or more information services as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders determine have delivered to the Administrative Agent written notice that for any reason the LIBO Rate or CDOR such Required Lenders do not accept such amendment. Such Successor Rate for any requested Interest Period the Applicable Currency shall be applied in a manner consistent with respect market practice; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate for such Applicable Currency shall be applied in a proposed LIBO manner as otherwise reasonably determined by the Administrative Agent. If no Successor Rate Loan has been determined and the circumstances under clause (a) above exist or CDOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBO Rate Loan or CDOR Rate LoanScheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans or CDOR Rate Eurocurrency Loans shall be suspended suspended, (to the extent of the affected LIBO Rate Loans, CDOR Rate Eurocurrency Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the LIBO Eurocurrency Rate component of the Base Rate, the utilization of the LIBO Rate component shall no longer be utilized in determining the Base Rate shall be suspended until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.05(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such noticeABR. Upon receipt of such notice, (i) the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans (to the extent of the affected LIBO Rate Eurocurrency Loans or Interest Periods) or CDOR Rate Loans (to the extent of the affected CDOR Rate Loans or Interest Periods), as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing of LIBO Rate ABR Loans or CDOR Rate Loans, as applicable (subject to the foregoing clause (y)) in the amount specified thereintherein and (ii) (A) any outstanding affected Eurocurrency Rate Loans denominated in Dollars will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Rate Loans denominated in an Alternative Currency, at the applicable Borrower’s election, shall either (1) be converted into a Borrowing of ABR Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Eurocurrency Rate Loan at the end of the applicable Interest Period or (2) be prepaid at the end of the applicable Interest Period in full; provided, that, if no election is made by the applicable Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the applicable Borrower shall be deemed to have elected clause (1) above. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no event shall such Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a Successor Rate for any currency, the Administrative Agent will have the right to make Successor Rate Conforming Changes with respect to such currency from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate 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 Administrative Agent shall post each such amendment implementing such Successor Conforming Changes for the Applicable Currency to the Lenders reasonably promptly after such amendment becomes effective.

Successor Rate. (a) If Notwithstanding anything to the contrary herein or in connection with any request for a LIBO Rate Loanother Loan Documents, CDOR Rate Loan or a conversion to or continuation thereof, (i) the if Administrative Agent determines that (A) Dollar deposits are not being offered to banks which determination shall be conclusive absent manifest error), or Borrower or Required Lenders notify Administrative Agent (with, in the London interbank LIBO Rate market for the applicable amount and Interest Period case of such LIBO Rate Loan Required Lenders, a copy to Borrower) that Borrower or Canadian bankers’ acceptances are not being offered to banks in the Canadian interbank market for the applicable amount and Interest Period of such CDOR Rate LoanRequired Lenders (as applicable) have determined, or that: (B) (xa) adequate and reasonable means do not exist for determining ascertaining one (1) month interest periods of BSBY, including, because the LIBO BSBY Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) Bloomberg or any successor administrator of the BSBY Screen Rate or CDOR Rate for any requested Interest Period a Governmental Authority having jurisdiction over Administrative Agent or Bloomberg or such administrator with respect to a proposed LIBO Rate Loan or CDOR Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.05(c)(i) do not apply (its publication of BSBY, in each case acting in such capacity, has made a public statement identifying a specific date after which one (1) month interest periods of BSBY or the BSBY 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 Administrative Agent, that will continue to provide such interest periods of BSBY after such specific date (the latest date on which one (1) month interest periods of BSBY or the BSBY Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a time and date determined by Administrative Agent (any such date, the “BSBY Replacement Date”), which date shall be on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to this clause (i)b) above, “Impacted Loans”), or (ii) no later than the Administrative Agent or the Required Lenders determine that for any reason the LIBO Rate or CDOR Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan or CDOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBO Rate Loan or CDOR Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans or CDOR Rate Loans shall be suspended (to the extent of the affected LIBO Rate Loans, CDOR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the LIBO Rate component of the Base Rate, the utilization of the LIBO Rate component in determining the Base Rate shall be suspended until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.05(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans or Interest Periods) or CDOR Rate Loans (to the extent of the affected CDOR Rate Loans or Interest Periods), as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing of LIBO Rate Loans or CDOR Rate Loans, as applicable in the amount specified therein.Scheduled

Successor Rate. The Administrative Agent will promptly (ain one or more notices) If notify the Company and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in connection a manner consistent with any request market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a LIBO Rate Loan, CDOR Rate Loan or a conversion to or continuation thereof, (i) manner as otherwise reasonably determined by the Administrative Agent determines that (Ain consultation with the Company). Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero percent (00.00%), the Successor Rate will be deemed to be zero percent (00.00%) Dollar deposits are not being offered to banks in the London interbank LIBO Rate market for the applicable amount purposes of this Agreement and Interest Period of such LIBO Rate the other Loan or Canadian bankers’ acceptances are not being offered to banks in the Canadian interbank market for the applicable amount and Interest Period of such CDOR Rate Loan, or (B) (x) adequate and reasonable means do not exist for determining the LIBO Rate or CDOR Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan or CDOR Rate Loan or in Documents. In connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.05(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the LIBO Rate or CDOR Rate for any requested Interest Period with respect to implementation of a proposed LIBO Rate Loan or CDOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such LIBO Rate Loan or CDOR Rate LoanSuccessor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, 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 Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly so notify after such amendment becomes effective. (e) For the Borrower purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in the relevant Alternative Currency shall be excluded from any determination of Required Lenders. (c) Notwithstanding anything to the contrary in this Agreement or 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 each Lender12- month Dollar LIBOR tenor settings. ThereafterOn the earliest of (A) the date that all Available Tenors of 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 quarterly basis. (ii) (x) Upon (A) the obligation of the Lenders to make or maintain LIBO Rate Loans or CDOR Rate Loans shall be suspended (to the extent of the affected LIBO Rate Loans, CDOR Rate Loans or Interest Periods), and (y) in the event occurrence of a determination described in the preceding sentence with respect to the LIBO Rate component of the Base Rate, the utilization of the LIBO Rate component in determining the Base Rate shall be suspended until the Administrative Agent Benchmark Transition Event or (or, in the case of B) a determination by the Required Lenders described in Administrative Agent that neither of the alternatives under clause (ii1) of Section 3.05(a)the definition of Benchmark Replacement are available, until the Administrative Agent upon instruction Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the Required Lendersfifth (5th) revokes such notice. Upon receipt Business Day after the date notice of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (Benchmark Replacement is provided to the extent Lenders without any amendment to, or further action or consent of the affected LIBO Rate Loans any other party to, this Agreement or Interest Periods) or CDOR Rate Loans (to the extent of the affected CDOR Rate Loans or Interest Periods), any other Loan Document so long as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing of LIBO Rate Loans or CDOR Rate Loans, as applicable in the amount specified therein.98