Common use of Availability of Types of Advances; Adequacy of Interest Rate Clause in Contracts

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) that (i) deposits of a type and maturity appropriate to match fund LIBOR Loans are not available to such Lenders in the relevant market; or (ii) the interest rate applicable to LIBOR Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Loans, then the Administrative Agent shall suspend the availability of LIBOR Loans and require any affected LIBOR Loans to be repaid or converted to Prime Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.6. (b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b), any request for an Advance pursuant to Section 2.6 shall be deemed to be a request for a Prime Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatdetermine: (i) that deposits of a type and maturity appropriate to match fund LIBOR Eurodollar Advances or Daily Eurodollar Loans are not available to such Lenders in the relevant market; market or; (ii) that the interest rate applicable to LIBOR Eurodollar Advances or Daily Eurodollar Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Eurodollar Advances or Daily Eurodollar Loans, then the Administrative Agent shall suspend the availability of LIBOR Eurodollar Advances or Daily Eurodollar Loans and require any affected LIBOR Eurodollar Advances or Daily Eurodollar Loans to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Borrowers shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurodollar Base Rate and the Daily Eurodollar Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower Borrowers shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b), (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurodollar Advance shall be deemed ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurodollar Advance, such Advance shall be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatdetermine (i) that deposits of a type and maturity appropriate to match fund LIBOR Eurocurrency Advances or Daily Eurocurrency Loans are not available to such Lenders in the relevant market; , or (ii) that the interest rate applicable to LIBOR Eurocurrency Advances or Daily Eurocurrency Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Eurocurrency Advances or Daily Eurocurrency Loans, then the Administrative Agent shall suspend the availability of LIBOR Eurocurrency Advances or Daily Eurocurrency Loans and require any affected LIBOR Eurocurrency Advances or Daily Eurocurrency Loans to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollarsthe applicable Agreed Currency, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurocurrency Base Rate and the Daily Eurocurrency Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b), (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance shall be deemed ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurocurrency Advance, such Advance shall be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent or the Required Lenders determine reasonably determines (which determination shall be conclusive absent manifest error) ), or the Required Lenders notify the Administrative Agent that the Required Lenders have reasonably determined, that: (i) deposits of a type and maturity appropriate to match fund LIBOR Loans Eurodollar Borrowings are not available to such Lenders in the relevant market; , or (ii) the interest rate applicable to LIBOR Loans Eurodollar Borrowings for any requested Interest Period is not ascertainable or available (including, without limitation, because the applicable Reuters Screen (or on any successor or substitute page on such screen) is unavailable) or does not adequately and fairly reflect the cost of making or maintaining LIBOR LoansEurodollar Borrowings, then the Administrative Agent shall suspend the availability of LIBOR Loans Eurodollar Borrowings and require any affected LIBOR Loans Eurodollar Borrowings to be repaid or converted to Prime Base Rate Advances, subject Borrowings at the end of the applicable Interest Period (if not earlier repaid). Anything to the payment contrary contained herein notwithstanding, neither Administrative Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any funding indemnification amounts required by Section 3.6Obligation as to which interest accrues at the Eurodollar Rate. (b) Notwithstanding the foregoingforegoing or anything to the contrary in this Agreement or any other Loan Document, in the event if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that any one or more of the following (each, a “Benchmark Transition Event”) has occurred: (i) the circumstances set forth in Section 3.3(a)(ii) have arisen (including, without limitation, a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR described in clause (ii) of this Section 3.3(b) announcing that LIBOR is no longer representative) and such circumstances are unlikely to be temporary, , (ii) ICE Benchmark Administration (or any Person that takes has taken over the administration of such rateLIBOR for deposits in Dollars that is acceptable to the Administrative Agent) discontinues its administration and publication of interest settlement rates LIBOR for deposits in Dollars, or , (iii) the supervisor for A public statement or publication of information by or on behalf of the administrator of the interest settlement rate LIBOR described in clause (ii) of this Section 3.3(b) announcing that such administrator has ceased or will cease as of a Governmental Authority having jurisdiction over specific date to provide LIBOR (permanently or indefinitely); provided that, at the time of such statement, there is no successor administrator that is acceptable to the Administrative Agent has made that will continue to provide LIBOR after such specified date, (iv) a public statement identifying by the supervisor for the administrator of LIBOR described in clause (ii) of this Section 3.3(b), the U.S. Federal Reserve System, an insolvency official with jurisdiction over such administrator for LIBOR, a resolution authority with jurisdiction over such administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over such administrator for LIBOR, which states that such administrator of LIBOR has ceased or will cease as of a specific date to provide LIBOR (permanently or indefinitely); provided that, at the time of such statement or publication, there is no successor administrator that is acceptable to the Administrative Agent that will continue to provide LIBOR after which such specified date; or (v) syndicated credit facilities substantially similar to the credit facilities under this Agreement being executed at such time, or that include language substantially similar to that contained in this Section 3.3(b), are being executed or amended, as the case may be, to incorporate or adopt a new benchmark interest settlement rate shall no longer be used to replace LIBOR for determining interest rates for loansdeposits in Dollars, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to may amend this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicablereplace the Eurodollar Base Rate with a Benchmark Replacement. Notwithstanding anything to the contrary in Section 9.38.3, any such amendment shall with respect to a Benchmark Transition Event (A) pursuant to any of clauses (i) through (iv) of this Section 3.3(b) will become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent shall has not have received, within five Business Days of the date by such time, written notice of objection to such alternate rate of interest is provided to the Lenders, a written notice amendment from Lenders comprising the Required Lenders stating or (B) pursuant to clause (v) of this Section 3.3(b), will become effective without any further action or consent of any other party to this Agreement on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to accept such amendment. Until an alternate rate ; provided that, if the notice of interest a Benchmark Trigger Event pursuant to clause (v) has been provided by the Required Lenders and not the Administrative Agent and such notice specifies the Benchmark Replacement, then the Lenders comprising the Required Lenders shall be deemed to have accepted such amendment on the date such amendment has been posted by the Administrative Agent to all Lenders. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 3.3(b) will occur prior to the date set forth in the applicable amendment. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event (other than pursuant to clause (v) of this Section 3.3(b)), (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes and (4) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 3.3(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.3(b). Upon notice to the Borrower by the Administrative Agent in accordance with Section 13.1 of the commencement of a Benchmark Unavailability Period and until a Benchmark Replacement is determined in accordance with this Section 3.3(b), (A) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing may be revoked by the Borrower and if not revoked shall be deemed to ineffective and any such Borrowing shall be continued as or converted to, as the case may be, a Base Rate Borrowing, and (B) if any request for a Prime Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) 2.8 requests a Eurodollar Borrowing, such request may be revoked by the Borrower and if not revoked such Borrowing shall be less than zeromade as a Base Rate Borrowing. During any Benchmark Unavailability Period, such rate shall the component of the Alternate Base Rate based upon the Eurodollar Rate will not be deemed to be zero for used in any determination of the purposes of this AgreementAlternate Base Rate.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatdetermine (i) that deposits of a type and maturity appropriate to match fund LIBOR Eurodollar Advances or Daily Eurodollar Loans are not available to such Lenders in the relevant market; , or (ii) that the interest rate applicable to LIBOR Eurodollar Advances or Daily Eurodollar Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Eurodollar Advances or Daily Eurodollar Loans, then the Administrative Agent shall suspend the availability of LIBOR Eurodollar Advances or Daily Eurodollar Loans and require any affected LIBOR Eurodollar Advances or Daily Eurodollar Loans to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurodollar Base Rate and the Daily Eurodollar Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b), (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurodollar Advance shall be deemed ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurodollar Advance, such Advance shall be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) 3.3.1. If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatdetermine: (ia) that deposits of a type and maturity appropriate to match fund LIBOR Eurocurrency Advances or Daily Eurocurrency Loans are not available to such Lenders in the relevant market; market or (iib) the Administrative Agent, in consultation with the Lenders, determines that the interest rate applicable to LIBOR Eurocurrency Advances or Daily Eurocurrency Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Eurocurrency Advances or Daily Eurocurrency Loans, then the Administrative Agent shall suspend the availability of LIBOR Eurocurrency Advances or Daily Eurocurrency Loans and require any affected LIBOR Eurocurrency Advances or Daily Eurocurrency Loans to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) 3.3.2. Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii3.3.1 (a) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollarsthe applicable Agreed Currency, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) 3.3.2 or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Borrowers shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurocurrency Base Rate and the Daily Eurocurrency Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower Borrowers shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b)3.3.2, (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance shall be deemed ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurocurrency Advance, such Advance shall be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) 3.3.2 shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) 3.3.1. If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatdetermine: (ia) that deposits of a type and maturity appropriate to match fund LIBOR Eurocurrency Advances or Daily Eurocurrency Loans are not available to such Lenders in the relevant market; market or (iib) the Administrative Agent, in consultation with the Lenders, determines that the interest rate applicable to LIBOR Eurocurrency Advances or Daily Eurocurrency Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Eurocurrency Advances or Daily Eurocurrency Loans, then the Administrative Agent shall suspend the availability of LIBOR Eurocurrency Advances or Daily Eurocurrency Loans and require any affected LIBOR Eurocurrency Advances or Daily Eurocurrency Loans to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) 3.3.2. Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii3.3.1 (a) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollarsthe applicable Agreed Currency, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) 3.3.2 or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Borrowers shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurocurrency Base Rate and the Daily Eurocurrency Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower Borrowers shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b)3.3.2, (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance shall be deemed ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurocurrency Advance, such Advance shall be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) 3.3.2 shall be less than zerothe Applicable Interest Rate Floor Percentage, such rate shall be deemed to be zero the Applicable Interest Rate Floor Percentage for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) 3.3.1. If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatdetermine: (ia) that deposits of a type and maturity appropriate to match fund LIBOR Eurocurrency Advances or Daily Eurocurrency Loans are not available to such Lenders in the relevant market; market or (iib) the Administrative Agent, in consultation with the Lenders, determines that the interest rate applicable to LIBOR Eurocurrency Advances or Daily Eurocurrency Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Eurocurrency Advances or Daily Eurocurrency Loans, then the Administrative Agent shall suspend the availability of LIBOR Eurocurrency Advances or Daily Eurocurrency Loans and require any affected LIBOR Eurocurrency Advances or Daily Eurocurrency Loans to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) 3.3.2. Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii3.3.1 (a) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollarsthe applicable Agreed Currency, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) 3.3.2 or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Borrowers shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurocurrency Base Rate and the Daily Eurocurrency Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower Borrowers shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b)3.3.2, (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance shall be deemed ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurocurrency Advance, such Advance shall be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) 3.3.2 shall be less than zerozero0.75%, such rate shall be deemed to be zero zero0.75% for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Designated Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatdetermine: (i) that deposits of a type and maturity appropriate to match fund LIBOR Loans Eurocurrency Advances are not available to such Lenders in the relevant market; , or (ii) that the interest rate applicable to LIBOR Loans Eurocurrency Advances is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR LoansEurocurrency Advances, then the Administrative Designated Agent shall suspend the availability of LIBOR Loans Eurocurrency Advances and require any affected LIBOR Loans Eurocurrency Advances to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) Notwithstanding the foregoing, in the event the Administrative Designated Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over the Administrative Designated Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Designated Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurocurrency Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States of America at such time, and the Administrative Designated Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Designated Agent shall not have received, within five Business Days of the date notice a copy of such alternate rate of interest amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b), (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance shall be deemed ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurocurrency Advance, such Advance shall be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatdetermine (i) that deposits of a type and maturity appropriate to match fund LIBOR EurodollarEurocurrency Advances or Daily EurodollarEurocurrency Loans are not available to such Lenders in the relevant market; or , or the Administrative Agent, in consultation with the Lenders, determines (ii) that the interest rate applicable to LIBOR EurodollarEurocurrency Advances or Daily EurodollarEurocurrency Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR EurodollarEurocurrency Advances or Daily EurodollarEurocurrency Loans, then the Administrative Agent shall suspend the availability of LIBOR EurodollarEurocurrency Advances or Daily EurodollarEurocurrency Loans and require any affected LIBOR EurodollarEurocurrency Advances or Daily EurodollarEurocurrency Loans to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollarsthe applicable Agreed Currency, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurocurrency Base Rate and the Daily Eurocurrency Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b), (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance shall be deemed ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurocurrency Advance, such Advance shall be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. 3.3.1. Subject to Sections 3.3.2 through 3.3.7 hereof: (a) If if the Administrative Agent or the Required Lenders determine determines (which determination shall be conclusive absent manifest error) ), or the Required Lenders notify the Administrative Agent that the Required Lenders have determined, that: (i) deposits of for any reason in connection with any request for a type Term SOFR Advance or a Daily Term SOFR Loan or a conversion or continuation thereof that the Term SOFR Base Rate for any requested Interest Period with respect to a proposed Term SOFR Advance or a Daily Term SOFR Loan does not adequately and maturity appropriate to match fund LIBOR Loans are not available fairly reflect the cost to such Lenders in of the relevant market; funding such Loans, or (ii) the interest rate applicable to LIBOR Term SOFR Advances or Daily Term SOFR Loans for any requested Interest Period is not ascertainable or available (including, without limitation, because the applicable Screen (or on any successor or substitute page on such screen) is unavailable) and such inability to ascertain or unavailability is not expected to be permanent, or does not adequately and fairly reflect the cost of making or maintaining LIBOR Term SOFR Advances or Daily Term SOFR Loans, then the Administrative Agent shall suspend the availability of LIBOR Term SOFR Advances and Daily Term SOFR Loans and require any affected LIBOR Term SOFR Advances and Daily Term SOFR Loans to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable3.3.2. Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement evidencing Rate Management Obligations or Swap Obligations shall be deemed not to be a “Loan Document” for purposes of this Section 9.33.3), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment shall to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. 3.3.3. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. 3.3.4. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement so long as or any other Loan Document. 3.3.5. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement, and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent shall not have receivedor, within five Business Days if applicable, any Lender (or group of Lenders) pursuant to this Section 3.3, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date notice and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.3. 3.3.6. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Base Rate, Term SOFR or the Daily Term SOFR Base Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such alternate rate Benchmark has provided a public statement or publication of interest information announcing that any tenor for such Benchmark is provided or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove any tenor of such Benchmark that is unavailable or non-representative for any Benchmark settings and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. 3.3.7. Upon notice to the Lenders, Borrower by the Administrative Agent in accordance with Section 13.1 of the commencement of a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be Benchmark Unavailability Period and until a Benchmark Replacement is determined in accordance with this Section 3.3(b)3.3, the Borrower may revoke any request for an a Term SOFR Advance pursuant or Daily Term SOFR Loan, or any request for the conversion or continuation of a Term SOFR Advance or Daily Term SOFR Loan to Section 2.6 shall be made, converted or continued during any Benchmark Unavailability Period at the end of the applicable Interest Period, and, failing that, the Borrower will be deemed to be have converted any such request at the end of the applicable Interest Period into a request for a Prime Base Rate Advance or conversion to a Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero During any Benchmark Unavailability Period or at any time that a tenor for the purposes then-current Benchmark is not an Available Tenor, the component of this Agreementthe Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatreasonably determine (i) that deposits of a type and maturity appropriate to match fund LIBOR Loans Eurocurrency Advances are not available to such Lenders in the relevant market; , or (ii) the interest rate applicable to LIBOR Loans Eurocurrency Advances is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR LoansEurocurrency Advances, then the Administrative Agent shall suspend the availability of LIBOR Loans Eurocurrency Advances and require any affected LIBOR Loans Eurocurrency Advances to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurocurrency Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b), (x) any request for an pursuant to Section 2.7 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance shall be ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.6 requests a Eurocurrency Advance, such Advance shall be deemed to be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Agent or Agent, in consultation with the Required Lenders determine (which determination shall be conclusive absent manifest error) that (i) deposits of a type and maturity appropriate to match fund LIBOR Loans are not available to such Lenders in the relevant market; or (ii) Lenders, determines that the interest rate applicable to LIBOR Loans Eurodollar Advances is not ascertainable or the Required Lenders give the Administrative Agent notice that the interest rate applicable to Eurodollar Advances does not adequately and fairly reflect the cost of making or maintaining LIBOR LoansEurodollar Advances by such Lender, then the Administrative Agent shall suspend give notice to the availability Borrower and the Lenders of LIBOR Loans such circumstance, and require the Borrower’s right to request Eurodollar Advances shall be suspended and any affected LIBOR Loans to Eurodollar Advances shall be repaid or converted to Prime Base Rate Advances, subject Advances at the end of the current Interest Period applicable thereto (if not repaid prior to the payment end of any funding indemnification amounts required by Section 3.6such Interest Period), until the Administrative Agent gives notice to the Borrower and the Lenders that such circumstance no longer exists. (b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii3.3(a) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate reference rate to be used in clause (b) of interest to the LIBOR definition of the Eurodollar Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate reference rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement Lender so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until After either (A) the Administrative Agent has made the determination described in clause (i) or (ii) of this Section 3.3(b) or (B) the specific date described in clause (iii) of this Section 3.3(b) has occurred and until an alternate rate of interest shall be determined in accordance with this Section 3.3(b), (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurodollar Advance shall be deemed to ineffective and any such Advance shall be continued as or converted to, as the case may be, a request for a Prime Base Rate Advance. If the alternate rate of interest determined , and (y) if any request pursuant to this Section 3.3(b) 2.8 requests a Eurocurrency Advance, such Advance shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreementmade as a Base Rate Advance.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatMajority Banks determine (i) that deposits of a type and maturity appropriate to match fund advances based on LIBOR Loans are not available to such Lenders Banks in the relevant market; , or (ii) that the interest rate applicable to advances based on LIBOR Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Loansadvances based on LIBOR, then the Administrative Agent shall suspend the availability of advances based on LIBOR Loans and require any affected LIBOR Loans to be repaid or converted to Prime Base Rate AdvancesLoans, subject to the payment of any funding indemnification amounts required by Section 3.63.7. (b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii3.4(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b3.4(b) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the Daily LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.3this Agreement, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the LendersBanks, a written notice from the Required Lenders Majority Banks stating that such Required Lenders Majority Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b3.4(b), (x) any request for an Advance pursuant to Section 2.6 this Agreement that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Loan shall be deemed ineffective and any such Loan shall be continued as or converted to, as the case may be, a Loan with an interest rate equal to be a request for a the Prime Rate Advanceminus 2%, and (y) if any request pursuant to this Agreement requests a LIBOR Loan, such Loan shall be made as a Loan with an interest rate equal to the Prime Rate minus 2%. If the alternate rate of interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatdetermine (i) that deposits of a type and maturity appropriate to match fund LIBOR Eurodollar Advances or Daily Eurodollar Loans are not available to such Lenders in the relevant market; , or (ii) that the interest rate applicable to LIBOR Eurodollar Advances or Daily Eurodollar Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Eurodollar Advances or Daily Eurodollar Loans, then the Administrative Agent shall suspend the availability of LIBOR Eurodollar Advances or Daily Eurodollar Loans and require any affected LIBOR Eurodollar Advances or Daily Eurodollar Loans to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (ba) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurodollar Base Rate and the Daily Eurodollar Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b), (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurodollar Advance shall be deemed ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurodollar Advance, such Advance shall be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) that Lender determines that (i) deposits of a type and maturity appropriate to match fund LIBOR Loans Rate advances are not available to such Lenders the Lender in the relevant market; or , or (ii) the interest rate applicable to LIBOR Loans Rate advances is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Rate Loans, then the Administrative Agent Lender shall suspend the availability of LIBOR Loans Rate advances and require any affected LIBOR Rate Loans to be repaid or converted to Prime Alternate Base Rate Advancesadvances, subject to the payment of any funding indemnification amounts required by Section 3.62.12. (b) Notwithstanding the foregoing, in the event the Administrative Agent Lender determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii2.11(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b2.11(b) or a Governmental Authority having jurisdiction over the Administrative Agent Lender has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent Lender and the Borrower Company shall seek to jointly agree upon an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent Lender and the Borrower Company shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b2.11(b), (x) any request for an Advance pursuant to Section 2.6 2.7 that requests the conversion of any advance to, or continuation of any advance as, a LIBOR Rate Loan shall be deemed ineffective and any such advance shall be continued as or converted to, as the case may be, an Alternate Base Rate advance, and (y) if any request pursuant to Section 2.7 requests a LIBOR Rate Loan, such advance shall be a request for a Prime made as an Alternate Base Rate Advanceadvance. If the alternate rate of interest determined pursuant to this Section 3.3(b2.11(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatdetermine (i) that deposits of a type and maturity appropriate to match fund LIBOR Eurocurrency Advances or Daily Eurocurrency Loans are not available to such Lenders in the relevant market; , or (ii) that the interest rate applicable to LIBOR Eurocurrency Advances or Daily Eurocurrency Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Eurocurrency Advances or Daily Eurocurrency Loans, then the Administrative Agent shall suspend the availability of LIBOR Eurocurrency Advances or Daily Eurocurrency Loans and require any affected LIBOR Eurocurrency Advances or Daily Eurocurrency Loans to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurocurrency Base Rate and the Daily Eurocurrency Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b), (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance shall be deemed ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurocurrency Advance, such Advance shall be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) 3.3.1. If the Administrative Agent or the Required Lenders determine (which determination shall be conclusive absent manifest error) thatdetermine: (ia) that deposits of a type and maturity appropriate to match fund LIBOR Eurocurrency Advances or Daily Eurocurrency Loans are not available to such Lenders in the relevant market; market or (iib) the Administrative Agent, in consultation with the Lenders, determines that the interest rate applicable to LIBOR Eurocurrency Advances or Daily Eurocurrency Loans is not ascertainable or does not adequately and fairly reflect the cost of making or maintaining LIBOR Eurocurrency Advances or Daily Eurocurrency Loans, then the Administrative Agent shall suspend the availability of LIBOR Eurocurrency Advances or Daily Eurocurrency Loans and require any affected LIBOR Eurocurrency Advances or Daily Eurocurrency Loans to be repaid or converted to Prime Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.63.4. (b) 3.3.2. Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.3(a)(ii3.3.1(a) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollarsthe applicable Agreed Currency, or (iii) the supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.3(b) 3.3.2 or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such interest settlement rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Borrowers shall seek to jointly agree upon an alternate rate of interest to the LIBOR Eurocurrency Base Rate and the Daily Eurocurrency Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower Borrowers shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.38.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 3.3(b)3.3.2, (x) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance shall be deemed ineffective and any such Advance shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.8 requests a Eurocurrency Advance, such Advance shall be made as a request for a Prime Base Rate Advance. If the alternate rate of interest determined pursuant to this Section 3.3(b) 3.3.2 shall be less than zero0.75%the Applicable Interest Rate Floor Percentage, such rate shall be deemed to be zero 0.75%the Applicable Interest Rate Floor Percentage for the purposes of this Agreement.

Availability of Types of Advances; Adequacy of Interest Rate. (a) If Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent or the Required Lenders determine determines (which determination shall be conclusive absent manifest error) ), or the Required Lenders notify the Administrative Agent that the Required Lenders have determined, that: (i) deposits of a type and maturity appropriate to match fund LIBOR Eurocurrency Loans are not available to such Lenders in the relevant market; , or (ii) the interest rate applicable to LIBOR Eurocurrency Loans for any requested Interest Period is not ascertainable or available (including, without limitation, because the applicable Reuters Screen (or on any successor or substitute page on such screen) is unavailable) or does not adequately and fairly reflect the cost of making or maintaining LIBOR Eurocurrency Loans, then the Administrative Agent shall suspend the availability of LIBOR Eurocurrency Loans and Base Rate Loans and require any affected LIBOR Eurocurrency Loans and Base Rate Loans to be repaid or converted to Prime Alternate Base Rate AdvancesLoans, subject to the payment of any funding indemnification amounts required by Section 3.63.4 with respect to any Eurocurrency Loans. (b) Notwithstanding the foregoingforegoing or anything to the contrary in this Agreement or any other Loan Document, in the event if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that any one or more of the following (each, a “Benchmark Transition Event”) has occurred: (i) the circumstances set forth in Section 3.3(a)(ii) have arisen (including, without limitation, a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR described in clause (ii) of this Section 3.3(b) announcing that LIBOR is no longer representative) and such circumstances are unlikely to be temporary, , (ii) ICE Benchmark Administration (or any Person that takes has taken over the administration of such rateLIBOR for deposits in Dollars that is acceptable to the Administrative Agent) discontinues its administration and publication of interest settlement rates LIBOR for deposits in Dollars, or , (iii) the supervisor for a public statement or publication of information by or on behalf of the administrator of the interest settlement rate LIBOR described in clause (ii) of this Section 3.3(b) announcing that such administrator has ceased or will cease as of a Governmental Authority having jurisdiction over specific date to provide LIBOR (permanently or indefinitely); provided that, at the time of such statement, there is no successor administrator that is acceptable to the Administrative Agent has made that will continue to provide LIBOR after such specified date, (iv) a public statement identifying by the supervisor for the administrator of LIBOR described in clause (ii) of this Section 3.3(b), the U.S. Federal Reserve System, an insolvency official with jurisdiction over such administrator for LIBOR, a resolution authority with jurisdiction over such administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over such administrator for LIBOR, which states that such administrator of LIBOR has ceased or will cease as of a specific date to provide LIBOR (permanently or indefinitely); provided that, at the time of such statement or publication, there is no successor administrator that is acceptable to the Administrative Agent that will continue to provide LIBOR after which such specified date; or (v) syndicated credit facilities substantially similar to the credit facilities under this Agreement being executed at such time, or that include language substantially similar to that contained in this Section 3.3(b), are being executed or amended, as the case may be, to incorporate or adopt a new benchmark interest settlement rate shall no longer be used to replace LIBOR for determining interest rates for loansdeposits in Dollars, then the Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to may amend this Agreement to reflect such alternate rate of interest replace the Eurocurrency Base Rate and such other related changes to this Agreement as may be applicablethe Base Rate with a Benchmark Replacement. Notwithstanding anything to the contrary in Section 9.38.3, any such amendment shall with respect to a Benchmark Transition Event (A) pursuant to any of clauses (i) through (iv) of this Section 3.3(b) will become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent shall has not have received, within five Business Days of the date by such time, written notice of objection to such alternate rate of interest is provided to the Lenders, a written notice amendment from Lenders comprising the Required Lenders stating or (B) pursuant to clause (v) of this Section 3.3(b), will become effective without any further action or consent of any other party to this Agreement on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to accept such amendment. Until an alternate rate ; provided that, if the notice of interest a Benchmark Trigger Event pursuant to clause (v) has been provided by the Required Lenders and not the Administrative Agent and such notice specifies the Benchmark Replacement, then the Lenders comprising the Required Lenders shall be deemed to have accepted such amendment on the date such amendment has been posted by Administrative Agent to all Lenders. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 3.3(b) will occur prior to the date set forth in the applicable amendment. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event (other than pursuant to clause (v) of this Section 3.3(b)), (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes and (4) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent or Lenders pursuant to this Section 3.3(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.3(b). Upon notice to the Borrower by the Administrative Agent in accordance with Section 13.1 of the commencement of a Benchmark Unavailability Period and until a Benchmark Replacement is determined in accordance with this Section 3.3(b), (A) any request for an Advance pursuant to Section 2.6 2.9 that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance or a Base Rate Advance may be revoked by Borrower and if not revoked shall be deemed to ineffective and any such Advance shall be a request for a Prime continued as or converted to, as the case may be, an Alternate Base Rate Advance. If the alternate rate of interest determined , and (B) if any request pursuant to this Section 3.3(b) 2.8 requests a Eurocurrency Advance or a Base Rate Advance, such request may be revoked by Borrower and if not revoked such Advance shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreementmade as an Alternate Base Rate Advance.