Common use of Temporary Inability Clause in Contracts

Temporary Inability. Subject to Section 2.8(b), if Bank determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof, or that for any reason in connection with any request for a SOFR Advance or a conversion thereto or a continuation thereof that Term SOFR with respect to a proposed SOFR Advance does not adequately and fairly reflect the cost to Bank of funding such Advance, Bank will promptly so notify Borrower. Upon notice thereof by Bank to Borrower, any obligation of Bank to make SOFR Advances, and any right of the Borrower to continue such SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or, if applicable, affected Interest Periods) until Bank revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for an Advance of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate Advances in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into Base Rate Advances, if applicable, at the end of the applicable Interest Period. Upon any such conversion, Borrower shall also pay accrued interest on the amount so converted, together with any breakage costs incurred in connection therewith. Subject to Section 2.8(b), if Bank 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 Base Rate Advances shall be determined by Bank without reference to clause (b) of the definition of “Base Rate” until Bank revokes such determination.

Temporary Inability. Subject If (x) prior to Section 2.8(b)the commencement of the Interest Period for any Eurocurrency Borrowing or, if Bank determines the then-current Benchmark is Adjusted Term SOFR, any SOFR Borrowing of a Class or (y) at any time for any RFR Borrowing or, if the then-current Benchmark is Daily Compounded SOFR, any SOFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Benchmark for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or published on a current basis) for such Interest Period (if applicable); or (ii) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that Term SOFR cannot be determined pursuant to the definition thereof, or that Benchmark for any reason in connection with any request the Affected Currency for a SOFR Advance or a conversion thereto or a continuation thereof that Term SOFR with respect to a proposed SOFR Advance does such Interest Period (if applicable) will not adequately and fairly reflect the cost to Bank such Lenders of making, funding or maintaining their respective Loans included in such AdvanceBorrowing for such Interest Period (if applicable), Bank will promptly so notify Borrower. Upon and, in each case, the provisions of Section 2.13(c) are not applicable, then the Administrative Agent shall give notice thereof by Bank to Borrower, any obligation of Bank to make SOFR Advances, and any right of the Borrower to continue such SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of and the affected SOFR Advances orLenders by telephone, if applicable, affected Interest Periods) until Bank revokes telecopy or e-mail as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and such notice. Upon receipt of Lenders that the circumstances giving rise to such noticenotice no longer exist, (i) the Borrower may revoke any pending request for an Advance of, conversion obligation of such Lender (x) to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or affected Interest Periods) make RFR Borrowings or, failing thatif the then-current Benchmark is Daily Compounded SOFR, SOFR Borrowings, (y) if the Borrower will then-current Benchmark is Adjusted Term SOFR, to make or continue SOFR Borrowings or (z) to convert ABR Borrowings to SOFR Borrowings shall be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate Advances in the amount specified therein and suspended, (ii) any outstanding affected Interest Election Request that requests the conversion of any Eurocurrency Borrowing or SOFR Advances will Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing or SOFR Borrowing denominated in the Affected Currency shall be deemed ineffective and, in each case, unless prepaid, (x) if the Affected Currency is Dollars, such Syndicated Borrowing shall be continued as, or converted to, a Syndicated ABR Borrowing, (y) if the Affected Currency is a Foreign Currency (other than Canadian Dollars), such Borrowing shall be converted to have been converted into Base Rate Advances, if applicable, at the end of the applicable Interest Period. Upon any such conversion, Borrower shall also pay accrued interest Dollars based on the amount so converted, together with any breakage costs incurred in connection therewith. Subject to Section 2.8(b), if Bank determines (which determination Dollar Equivalent at such time and shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to an ABR Borrowing (and, upon the definition thereof on any given day, Borrower’s receipt of notice from the interest rate on Base Rate Advances shall be determined by Bank without reference to clause (b) of the definition of “Base Rate” until Bank revokes such determination.Administrative

Temporary Inability. Subject If (x) prior to Section 2.8(b)the commencement of the Interest Period for any Eurocurrency Borrowing or, if Bank determines the then-current Benchmark is Adjusted Term SOFR, any SOFR Borrowing of a Class or (y) at any time for any RFR Borrowing or, if the then-current Benchmark is Daily Compounded SOFR, any SOFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Benchmark for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or published on a current basis) for such Interest Period (if applicable); or (ii) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that Term SOFR cannot be determined pursuant to the definition thereof, or that Benchmark for any reason in connection with any request the Affected Currency for a SOFR Advance or a conversion thereto or a continuation thereof that Term SOFR with respect to a proposed SOFR Advance does such Interest Period (if applicable) will not adequately and fairly reflect the cost to Bank such Lenders of making, funding or maintaining their respective Loans included in such AdvanceBorrowing for such Interest Period (if applicable), Bank will promptly so notify Borrower. Upon and, in each case, the provisions of Section 2.13(c) are not applicable, then the Administrative Agent shall give notice thereof by Bank to Borrower, any obligation of Bank to make SOFR Advances, and any right of the Borrower to continue such SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of and the affected SOFR Advances orLenders by telephone, if applicable, affected Interest Periods) until Bank revokes telecopy or e-mail as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and such notice. Upon receipt of Lenders that the circumstances giving rise to such noticenotice no longer exist, (i) the Borrower may revoke any pending request for an Advance of, conversion obligation of such Lender (x) to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or affected Interest Periods) make RFR Borrowings or, failing thatif the then-current Benchmark is Daily Compounded SOFR, SOFR Borrowings, (y) if the Borrower will then-current Benchmark is Adjusted Term SOFR, to make or continue SOFR Borrowings or (z) to convert ABR Borrowings to SOFR Borrowings shall be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate Advances in the amount specified therein and suspended, (ii) any outstanding affected Interest Election Request that requests the conversion of any Eurocurrency Borrowing or SOFR Advances will Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing or SOFR Borrowing denominated in the Affected Currency shall be deemed ineffective and, in each case, unless prepaid, (x) if the Affected Currency is Dollars, such Syndicated Borrowing shall be continued as, or converted to, a Syndicated ABR Borrowing and, (y) if the Affected Currency is a Foreign Currency (other than Canadian Dollars), such Borrowing shall be converted to have been Dollars based on the Dollar Equivalent at such time and shall be an ABR Borrowing (and, upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist and with the Borrower’s consent (which may be given in its sole discretion), the resulting ABR Loan denominated in Dollars shall then be converted into Base Rate Advancesby the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such notice being given to the Borrower by the Administrative Agent), and (z) if the Affected Currency is Canadian Dollars, such Borrowing shall be continued as, or be converted to, a Borrowing at the Canadian Prime Rate, (iii) if the Affected Currency is Dollars, any Borrowing Request that requests a SOFR Borrowing denominated in the Affected Currency shall be made as an ABR Borrowing and, (iv) if the Affected Currency is a Foreign Currency (other than Canadian BUSINESS.29259741.231546920 Dollars), any Borrowing Request that requests a Eurocurrency Borrowing or an RFR Borrowing denominated in the Affected Currency shall be ineffective and (v) if the Affected Currency is Canadian Dollars, any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be made at the Canadian Prime Rate. Furthermore, if applicableany Eurocurrency Loan or SOFR Loan in any Currency is outstanding on the date of the Borrower’s receipt of the notice Administrative Agent referred to in this Section 2.13(a) with respect to the Benchmark applicable to such Eurocurrency Loan or SOFR Loan, then (1) if any such SOFR Loan is denominated in Dollars, on the last day of the Interest Period applicable to such Loan, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day, (2) if any such Eurocurrency Loan is denominated in any Foreign Currency (other than Canadian Dollars), such Loan shall, on the last day of the Interest Period applicable to such Loan, at the end Borrower’s election prior to such day: (A) be prepaid on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into an ABR Loan denominated in Dollars), and, in the case of this subclause (B), upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist and with the Borrower’s consent (which may be given in its sole discretion), such ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such notice being given to the Borrower by the Administrative Agent, (3) if any such Eurocurrency Loan is denominated in Canadian Dollars, such Loan shall, on the last day of the Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (A) be prepaid on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, a Eurocurrency Loan where the Eurocurrency Rate is equal to the Canadian Prime Rate (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into a Eurocurrency Loan where the Benchmark is equal to the Canadian Prime Rate, (4) if the then-current Benchmark is Adjusted Term SOFR, on the last day of the Interest Period. Upon Period applicable to any such conversionSOFR Loan, Borrower such Loan shall also pay accrued interest be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day, or (45) if the then-current Benchmark is Daily Compounded SOFR, immediately, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day. Furthermore, if any RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.13(a) with respect to the Daily Simple RFR applicable to such RFR Loan, then such Loan shall, at the Borrower’s election prior to such day: (A) be prepaid on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if the Borrower does not so convertedprepay such Loan on such day by 12:00 noon, together with any breakage costs incurred New York City time, the Administrative Agent is authorized to effect such conversion of such RFR Loan into an ABR Loan denominated in connection therewith. Subject to Section 2.8(bDollars), if Bank determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to and, in the definition thereof on any given day, the interest rate on Base Rate Advances shall be determined by Bank without reference to clause (b) of the definition of “Base Rate” until Bank revokes such determination.case of

Temporary Inability. Subject If (x) prior to Section 2.8(bthe commencement of the Interest Period for any Eurocurrency Borrowing or, if the then-current Benchmark is Adjusted Term SOFR, any SOFR Borrowing of a Class or (y) at any time for any RFR Borrowing or, if the then-current Benchmark is Daily Compounded SOFR, any SOFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Benchmark for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or published on a current basis) for such Interest Period (if applicable); or (ii) the Administrative Agent shall have received notice from the Required Lenders of such Class of Commitments that the Benchmark for the Affected Currency for such Interest Period (if applicable) will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their respective Loans included in such Borrowing for such Interest Period (if applicable), and, in each case, the provisions of Section 2.13(c) are not applicable, then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone, telecopy or e-mail as promptly as practicable thereafter. Until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances giving rise to such notice no longer exist, (i) any obligation of such Lender (x) to make RFR Borrowings or, if Bank the then-current Benchmark is Daily Compounded SOFR, SOFR Borrowings, (y) if the then-current Benchmark is Adjusted Term SOFR, to make or continue SOFR Borrowings or (z) to convert ABR Borrowings to SOFR Borrowings shall be suspended, (ii) any Interest Election Request that requests the conversion of any Eurocurrency Borrowing or SOFR Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing or SOFR Borrowing denominated in the Affected Currency shall be ineffective and, in each case, unless prepaid, (x) if the Affected Currency is Dollars, such Syndicated Borrowing shall be continued as, or converted to, a Syndicated ABR Borrowing and (y) if the Affected Currency is a Foreign Currency, such Borrowing shall be converted to Dollars based on the Dollar Equivalent at such time and shall be an ABR Borrowing (and, upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist and with the Borrower’s consent (which may be given in its sole discretion), the resulting ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such notice being given to the Borrower by the Administrative Agent), (iii) if the Affected Currency is Dollars, any Borrowing Request that requests a SOFR Borrowing denominated in the Affected Currency shall be made as an ABR Borrowing and (iv) if the Affected Currency is a Foreign Currency, any Borrowing Request that requests a Eurocurrency Borrowing or an RFR Borrowing denominated in the Affected Currency shall be ineffective. Furthermore, if any Eurocurrency Loan or SOFR Loan in any Currency is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.13(a) with respect to the Benchmark applicable to such Eurocurrency Loan or SOFR Loan, then (1) if any such SOFR Loan is denominated in Dollars, on the last day of the Interest Period applicable to such Loan, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day, (2) if any such Eurocurrency Loan is denominated in any Foreign Currency, such Loan shall, on the last day of the Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (A) be prepaid on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into an ABR Loan denominated in Dollars), and, in the case of this subclause (B), upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist and with the Borrower’s consent (which may be given in its sole discretion), such ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such notice being given to the Borrower by the Administrative Agent, (3) if the then-current Benchmark is Adjusted Term SOFR, on the last day of the Interest Period applicable to any such SOFR Loan, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day or (4) if the then-current Benchmark is Daily Compounded SOFR, immediately, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day. Furthermore, if any RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.13(a) with respect to the Daily Simple RFR applicable to such RFR Loan, then such Loan shall, at the Borrower’s election prior to such day: (A) be prepaid on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such conversion of such RFR Loan into an ABR Loan denominated in Dollars), and, in the case of this subclause (B), upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the aforementioned notice no longer exist and with the Borrower’s consent (which may be given in its sole discretion), such ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, an RFR Loan (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such notice being given to the Borrower by the Administrative Agent. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Daily Compounded SOFR or Adjusted Term SOFR SOFR, as applicable, cannot be determined pursuant to the applicable definition thereof, or that for any reason in connection with any request for a SOFR Advance or a conversion thereto or a continuation thereof that Term SOFR with respect the Alternate Base Rate shall be determined by the Administrative Agent without reference to a proposed SOFR Advance does not adequately and fairly reflect the cost to Bank of funding such Advance, Bank will promptly so notify Borrower. Upon notice thereof by Bank to Borrower, any obligation of Bank to make SOFR Advances, and any right clause (c) of the Borrower to continue such SOFR Advances or to convert definition of “Alternate Base Rate Advances to SOFR Advances, shall be suspended (to Rate” until the extent of the affected SOFR Advances or, if applicable, affected Interest Periods) until Bank Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for an Advance of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate Advances in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into Base Rate Advances, if applicable, at the end of the applicable Interest Perioddetermination. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, as applicable, together with any breakage costs incurred in connection therewith. Subject additional amounts required pursuant to Section 2.8(b), if Bank 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 Base Rate Advances shall be determined by Bank without reference to clause (b) of the definition of “Base Rate” until Bank revokes such determination2.13.”