Common use of Availability of Types of Advances Clause in Contracts

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.

Availability of Types of Advances. If prior to the first day of any Lender determines that maintenance Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrowers and the Lenders that: (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of its Eurodollar Loans at a suitable Lending Installation would violate any applicable lawcircumstances affecting the relevant market, rule, regulation, or directive, whether or adequate and reasonable means do not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) exist for ascertaining the interest rate applicable to Eurodollar Advances does for such Interest Period, or (b) the Agent shall have received notice from the Required Lenders that the interest rate for Eurodollar Advances determined or to be determined for such Interest Period will not accurately adequately and fairly reflect the cost to such Lenders (as conclusively determined by such Lenders) of making or maintaining their affected Eurodollar AdvancesAdvances during such Interest Period, then (ix) any Eurodollar Advances requested to be made on the obligation first day of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Interest Period shall be suspended made as Floating Rate Advances, (subject y) any Floating Rate Advances that were to have been converted on the following paragraph first day of this Section 3.3) until the Administrative Agent such Interest Period to Eurodollar Advances shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist be continued as Floating Rate Advances and (iiz) all any outstanding Eurodollar Loans of such affected Lender then outstanding shallAdvances shall be converted, on the last day of the then applicable then-current Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice Period, to the Administrative Agent), be automatically converted into Floating Rate LoansAdvances. If the obligation of any Lender to make, continue or convert into Eurodollar Loans Until such notice has been suspended pursuant to withdrawn by the preceding paragraphAgent, then, unless and until the Administrative Agent no further Eurodollar Advances shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender or continued as Eurodollar Loans such, nor shall instead be made as any Borrower have the right to convert Floating Rate Loans and (ii) Advances to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderAdvances.

Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) prior to the first day of any applicable Interest Period, the Required Lenders determine that (i) deposits of a type and maturity appropriate to match match-fund Eurodollar Advances Loans are not available or (ii) the interest rate applicable to any Eurodollar Advances Loans does not accurately reflect the cost of making or maintaining such Eurodollar AdvancesLoans, then (ia) in the obligation case of any clause (x) above, such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall promptly notify the Borrower and the Administrative Agent and, so long as such circumstances shall continue, (i) such Lender shall have no obligation to make Eurodollar Loans or convert Floating Rate Loans into Eurodollar Loans (but shall make Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Lenders that which are not so affected, in each case in an amount equal to such Lender’s share of all Eurodollar Loans which would be made or converted into at such time in the circumstances causing absence of such suspension no longer exist circumstances) and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable current Interest Period for each Eurodollar Loan of such Lender (or or, in any event, on such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to may be required by the Administrative Agentrelevant law, regulation or interpretation), be such Eurodollar Loan shall, unless then paid in full, automatically converted into convert to a Floating Rate Loans. If Loan, and (b) in the obligation case of any Lender to makeclause (y) above, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify suspend the applicable Borrower availability of future Eurodollar Advances and the Lenders that the circumstances causing such suspension no longer existany requested borrowing of, (i) all Loans that would otherwise be made by such Lender as conversion into or continuation of a Eurodollar Loans Advance shall instead be made as as, remain or be converted into a Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Advance. Each Floating Rate Loans Loan made pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments a) above shall remain outstanding for the same period as the Eurodollar Advance of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to which such Floating Rate Loans of Loan would be a part absent the circumstances described in such Lenderclause (a).

Availability of Types of Advances. 3.3.1. If (a) any Lender determines that the making or maintenance of its Eurodollar Eurocurrency Loans or Competitive Bid Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (b) the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (ii) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, then or (c) the Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Eurocurrency Reference Rate or the Eurocurrency Rate (including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis), then, in each case, for so long as any such circumstances exist, the Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances or Competitive Bid Advances to be repaid or converted to Floating Rate Advances, as applicable, subject to the payment of any funding indemnification amounts required by Section 3.4. 3.3.2. Notwithstanding the foregoing, if at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the obligation circumstances set forth in Section 3.3.1(c) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.3.1(c) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurocurrency Reference 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 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 (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Eurocurrency Margin or the Applicable ABR Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 8.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the date notice of such affected Lender alternate rate of interest is provided to makethe Lenders, continue or convert Loans into Eurodollar Loans a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be suspended determined in accordance with this Section 3.3.2 (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 3.3.2, only to the extent the LIBOR Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), the Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances or Competitive Bid Advances to be repaid or converted to Floating Rate Advances, as applicable, subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation payment of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made funding indemnification amounts required by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderSection 3.4.

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders reasonably and in good faith determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Committed Advances bearing interest at a Fixed Rate are not available or (ii) solely in the case of a Eurocurrency Committed Advance denominated in an Alternative Currency, the interest rate applicable to Eurodollar Advances such Committed Advance does not accurately reflect the funding cost of making or maintaining Eurodollar Advancessuch Committed Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Administrative Agent shall be suspended (subject forthwith give notice thereof to the following paragraph of this Section 3.3) Company and the Lenders, whereupon until the Administrative Agent shall notify notifies the Borrower and the Lenders Company that the circumstances causing giving rise to such suspension no longer exist exist, the obligations of the Lenders to make Fixed CD Rate Loans or Eurocurrency Loans (in the affected currency), or to convert outstanding Loans into such Loans or continue outstanding Loans as such Loans for an additional Interest Period, shall be suspended and (iii) all Eurodollar Loans of such any affected Lender then outstanding shall, Committed Advance denominated in Dollars shall be converted into a Floating Rate Advance on the last day of the then applicable current Interest Period applicable thereto, (ii) any affected Committed Advance denominated in Dollars for which a Committed Borrowing Notice has previously been given shall instead be made as a Floating Rate Advance, unless the Borrower elects not to borrow such Advance by giving one Business Day's notice to the Administrative Agent to such effect, (iii) any affected outstanding Committed Advance denominated in an Alternative Currency shall mature and be due and payable on the last day of the then current Interest Period applicable thereto and (iv) any affected Eurocurrency Advance denominated in an Alternative Currency for which a Committed Borrowing Notice or a Competitive Bid Borrowing Notice has previously been given shall be canceled. Nothing in this Section 3.3 shall affect any right of the Borrower to borrow or convert outstanding Loans into Loans of a Type not affected by the circumstances described above under and in accordance with the other applicable provisions of this Agreement. If any Lender determines that maintenance of any of its Eurocurrency Loans would violate any applicable law, rule, regulation or directive, whether or not having the force of law, then such Lender may by notice to the Company, through the Administrative Agent, require that such Eurocurrency Loans be converted to an unaffected Type of Loan on the last day of the then current Interest Period applicable thereto, if such Lender may lawfully maintain such Loan to such date, or on such earlier date as such affected Lender shall designate upon may require if it is not less than five Business Days’ prior written notice able lawfully to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing maintain such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied Loan to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderdate.

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i)) of this paragraph, all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.

Availability of Types of Advances. If prior to the first day of any Lender determines that maintenance Interest Period, the Agent shall give facsimile or telephonic notice thereof to the Borrowers and the Lenders that: (a) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of its Eurodollar Loans at a suitable Lending Installation would violate any applicable lawcircumstances affecting the relevant market, rule, regulation, or directive, whether or adequate and reasonable means do not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) exist for ascertaining the interest rate applicable to Eurodollar Advances does for such Interest Period, or (b) the Agent shall have received notice from the Required Lenders that the interest rate for Eurodollar Advances determined or to be determined for such Interest Period will not accurately adequately and fairly reflect the cost to such Lenders (as conclusively determined by such Lenders) of making or maintaining their affected Eurodollar AdvancesAdvances during such Interest Period, then (ix) any Eurodollar Advances requested to be made on the obligation first day of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Interest Period shall be suspended made as Floating Rate Advances, (subject y) any Floating Rate Advances that were to have been converted on the following paragraph first day of this Section 3.3) until the Administrative Agent such Interest Period to Eurodollar Advances shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist be continued as Floating Rate Advances and (iiz) all any outstanding Eurodollar Loans of such affected Lender then outstanding shallAdvances shall be converted, on the last day of the then applicable then-current Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice Period, to the Administrative Agent), be automatically converted into Floating Rate LoansAdvances. If the obligation of any Lender to make, continue or convert into Eurodollar Loans Until such notice has been suspended pursuant to withdrawn by the preceding paragraphAgent, then, unless and until the Administrative Agent no further Eurodollar Advances shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender or continued as Eurodollar Loans such, nor shall instead be made as any Borrower have the right to convert Floating Rate Loans and (ii) Advances to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderAdvances.

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders reasonably and in good faith determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Eurocurrency Committed Advances are not available or (ii) no reasonable basis exists for determining the interest rate applicable thereto, or (ii) solely in the case of a Eurocurrency Committed Advance denominated in an Alternative Currency, the interest applicable to Eurodollar Advances such Committed Advance does not accurately reflect the funding cost of making or maintaining Eurodollar Advancessuch Committed Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Administrative Agent shall be suspended (subject forthwith give notice thereof to the following paragraph of this Section 3.3) Company and the Lenders, whereupon until the Administrative Agent shall notify notifies the Borrower and the Lenders Company that the circumstances causing giving rise to such suspension no longer exist exist, the obligations of the Lenders to make Eurocurrency Loans (in the affected currency), or to convert outstanding Loans into such Loans or continue outstanding Loans as such Loans for an additional Interest Period, shall be suspended and (iii) all Eurodollar Loans of such any affected Lender then outstanding shall, Eurocurrency Committed Advance denominated in Dollars shall be converted into a Floating Rate Advance on the last day of the then applicable current Interest Period applicable thereto, (ii) any affected Eurocurrency Committed Advance denominated in Dollars for which a Committed Borrowing Notice has previously been given shall instead be made as a Floating Rate Advance, unless the Borrower elects not to borrow such Advance by giving one Business Day's notice to the Administrative Agent to such effect, (iii) any affected outstanding Eurocurrency Committed Advance denominated in an Alternative Currency shall mature and be due and payable on the last day of the then current Interest Period applicable thereto and (iv) any affected Eurocurrency Advance denominated in an Alternative Currency for which a Committed Borrowing Notice or a Competitive Bid Borrowing Notice has previously been given shall be canceled. Nothing in this Section 3.03 shall affect any right of the Borrower to borrow or convert outstanding Loans into Loans of a Type not affected by the circumstances described above under and in accordance with the other applicable provisions of this Agreement. If any Lender determines that maintenance of any of its Eurocurrency Loans would violate any applicable law, rule, regulation or directive, whether or not having the force of law, then such Lender may by notice to the Company, through the Administrative Agent, require that such Eurocurrency Loans be converted to an unaffected Type of Loan on the last day of the then current Interest Period applicable thereto, if such Lender may lawfully maintain such Loan to such date, or on such earlier date as such affected Lender shall designate upon may require if it is not less than five Business Days’ prior written notice able lawfully to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing maintain such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied Loan to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderdate.

Availability of Types of Advances. If any Lender reasonably determines that maintenance of its Eurodollar Loans or Multicurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required U.S. Lenders with respect to Eurodollar Loans or the Required Euro Revolving Credit Lenders with respect to any Multicurrency Loan to any Foreign Subsidiary Borrower determine that (i) deposits of a currency, type and maturity appropriate to match fund Eurodollar Advances or Eurocurrency Loans are not available or (ii) the interest rate applicable to a Eurocurrency Loan or Eurodollar Advances Loan does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch Loans, then (i) the obligation Agent shall suspend the availability of the affected Type of Loans and require any such Loans of the affected Lender Type to makebe repaid at the end of the Interest Period for the affected Loan. Notwithstanding the satisfaction of all conditions referred to in Article II and Article IV with respect to any Advance in any Agreed Currency other than Dollars, continue if there shall occur on or convert Loans into Eurodollar Loans shall be suspended (subject prior to the following paragraph date of this Section 3.3) until such Advance any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the Administrative reasonable opinion of the Agent or the Required Lenders make it impracticable for the Eurocurrency Loans comprising such Advance to be denominated in the Agreed Currency specified by a Borrower, then the Agent shall notify the forthwith give notice thereof to such Borrower and the Lenders that the circumstances causing Lenders, and such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead not be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lendermade.

Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) the Required Lenders determine that (ia) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (iib) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, or (iii) no reasonable basis exists for determining the Eurocurrency Reference Rate, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify suspend the Borrower availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section 3.4. If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Lenders Administrative Agent shall reasonably determine that it is not possible to determine the circumstances causing Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Reference Rate for such suspension no longer exist Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Reference Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance at the Alternate Base Rate and (ii) all if such Advance shall be requested in any Foreign Currency, the Eurodollar Loans Reference Rate shall be equal to the cost to each Lender to fund its pro rata share of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period Eurocurrency Advance (or such earlier date from whatever source and using whatever methodologies as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agentmay select in its reasonable discretion), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.

Availability of Types of Advances. (a) If (i) any Lender determines that maintenance of any of its Eurodollar Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if (ii) the Required Lenders with respect to Fixed Rate Advances determine that (ix) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Fixed Rate Advances are not available or (iiy) the interest rate applicable to Eurodollar Advances a Fixed Rate Advance does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch a Fixed Rate Advance, then the Global Administrative Agent shall suspend the availability of Fixed Rate Advances of the affected Type and, in the case of any occurrence set forth in clause (i), require any affected Fixed Rate Advances to be repaid or, in the case of Eurodollar Rate Loans, at the option of the applicable U.S. Borrower, converted to Base Rate Advances. (b) If the Index is unavailable (prior to the Loan Conversion Date, if any), (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Global Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing of such suspension no longer exist and unavailability, (ii) all the Borrowers and the Lenders shall negotiate in good faith to agree upon an alternative method for establishing the Applicable Margin, (iii) each Eurodollar Loans of such affected Lender then outstanding shallRate Advance will automatically, on the last day of the then applicable existing Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent)therefor, be automatically converted convert into a Floating Rate Loans. If Advance, and (iv) the obligation of any Lender the Lenders to make, continue or to convert into Advances into, Eurodollar Loans has been Rate Advances shall be suspended pursuant to the preceding paragraph, then, unless and until the earlier of the time that (x) the Global Administrative Agent shall notify the applicable Borrower Borrowers and the Lenders that the circumstances causing Index is available or (y) the Borrowers and the Lenders agree on an alternative method for establishing the Applicable Margin; provided that (A) with respect to Eurodollar Rate Advances and Floating Rate Advances during the period of the first 60 days after the notification by the Global Administrative Agent to the Borrowers and the Lenders of the unavailability of the Index and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and Floating Rate Margin shall be based on an Applicable Margin and Floating Rate Margin, respectively, based on the Index in effect on the day immediately prior to the unavailability of the Index and (B) after such suspension no longer exist60-day period if the Index remains unavailable and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and the Floating Rate Margin, as calculated pursuant to the foregoing clause (A), shall be increased by (i) all Loans that would otherwise be made by 0.25% on the first date following the expiration of such Lender as Eurodollar Loans shall instead be made as Floating 60-day period (the “Rate Loans Increase Date”) and (ii) to an additional 0.25% on each succeeding 90-day anniversary of the extent that Eurodollar Loans Rate Increase Date, in each case so long as the Index remains unavailable and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders. For the avoidance of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding doubt, this clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender b) shall be applied instead to such Floating Rate Loans of such Lenderno further force or effect on and after the Loan Conversion Date, if any.

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable lawIf, ruleafter the date hereof, regulationthe introduction of, or directiveany change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then (i) the obligation of any such affected Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any SOFR Loan, or to determine or charge interest based upon SOFR or Adjusted Term SOFR, such Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject promptly give notice thereof to the following paragraph of this Section 3.3) until Administrative Agent and the Administrative Agent shall notify promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances causing giving rise to such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension determination no longer exist, (i) all Loans that would otherwise any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to a SOFR Loan or continue any Loan as a SOFR Loan, shall be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the extent that Eurodollar Administrative Agent), prepay or, if applicable, convert all SOFR Loans of such Lender have been converted into to Floating Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate”), on the Payment Date therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderSection 3.4.

Availability of Types of Advances. If any Lender determines that maintenance of its Eurodollar Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Rate Advances are not available or (ii) the interest rate applicable to Eurodollar Rate Advances does not accurately reflect the cost of making or maintaining Eurodollar Rate Advances, then (i) the obligation Administrative Agent shall suspend the availability of Eurodollar Rate Advances and require any such affected Lender Eurodollar Rate Advances to makebe repaid or converted to Floating Rate Advances, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph payment of this any funding indemnification amounts required by Section 3.34.4. If prior to the commencement of any Interest Period for a Eurodollar Rate Advance the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Base Rate or the Eurodollar Rate, as applicable, for such Interest Period, then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall notify notifies the Borrower and the Lenders that the circumstances causing giving rise to such suspension notice no longer exist exist, (i) any Borrowing/Election Notice that requests the conversion of any Advance to, or continuation of any Advance as, a Eurodollar Rate Advance shall be ineffective and (ii) all any such Eurodollar Loans of such affected Lender then outstanding shall, Rate Advance shall be repaid on the last day of the then applicable current Interest Period (applicable thereto or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice converted to the Administrative Agent), be automatically converted into a Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans Advance and (ii) to the extent that if any Borrowing/Election Notice requests a Eurodollar Loans of Rate Advance, such Lender have been converted into Advance shall be made as a Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderAdvance.

Availability of Types of Advances. If any Lender reasonably determines that maintenance of any of its Eurodollar Ratable Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, the Administrative Agent shall suspend the availability of Eurodollar Ratable Advances and require any Eurodollar Ratable Advances be repaid or if be promptly converted to an Alternate Base Rate Advance, subject to the payment of any funding indemnification amounts pursuant to Section 3.4, but without either Borrower incurring additional cost or penalty. If the Required Lenders determine that (ia) deposits of a type and or maturity appropriate to match fund Eurodollar Ratable Advances are not available available, or (iib) the interest rate applicable to a Eurodollar Advances Ratable Advance does not accurately reflect the cost of making or maintaining a Eurodollar AdvancesRatable Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify suspend the Borrower and availability of the Lenders Eurodollar Ratable Advance with respect to any Ratable Advances made after the date of any such determination until such time that neither such condition remains applicable. If any Lender determines that maintenance of any of its Eurodollar Bid Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the circumstances causing force of law, such suspension no longer exist and (ii) all Eurodollar Loans Lender may suspend the availability of such affected Lender then outstanding shallEurodollar Bid Rate Loan and require such Eurodollar Bid Rate Loan to be repaid, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice subject to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation payment of any Lender to make, continue or convert into Eurodollar Loans has been suspended funding indemnification amounts pursuant to the preceding paragraphSection 3.4, then, unless and until the Administrative Agent shall notify but without the applicable Borrower incurring additional cost or penalty, or make such other arrangement as such Lender and the Lenders applicable Borrower may deem appropriate; provided, however, that the circumstances causing any such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as event shall not affect any other Lender's outstanding Eurodollar Loans shall instead be made as Floating Bid Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderLoans.

Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) the Required Lenders determine that (ia) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (iib) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, or (iii) no reasonable basis exists for determining the Eurocurrency Reference Rate, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify suspend the Borrower availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section ‎3.4. If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Lenders Administrative Agent shall reasonably determine that it is not possible to determine the circumstances causing Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Reference Rate for such suspension no longer exist Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Reference Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance at the Alternate Base Rate and (ii) all if such Advance shall be requested in any Foreign Currency, the Eurodollar Loans Reference Rate shall be equal to the cost to each Lender to fund its pro rata share of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period Eurocurrency Advance (or such earlier date from whatever source and using whatever methodologies as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agentmay select in its reasonable discretion), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.

Availability of Types of Advances. 3.3.1 If any Lender determines that maintenance of its Eurodollar Loans Eurocurrency Advances at a suitable Lending Installation would violate any applicable law, rule, regulation, Law or directive, whether or not having the force of lawLaw, or if the Required Lenders determine that (i) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (ii) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances at the end of the then current Interest Period for the affected Eurocurrency Advance. 3.3.2 If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the obligation circumstances set forth in Section 3.3.1(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause Section 3.3.1 (i) have not arisen but either (w) the supervisor for the administrator of the Eurocurrency Screen Rate has made a public statement that the administrator of the Eurocurrency Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Eurocurrency Rate), (x) the administrator of the Eurocurrency Screen Rate has made a public statement identifying a specific date after which the Eurocurrency Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate), (y) the supervisor for the administrator of the Eurocurrency Screen Rate has made a public statement identifying a specific date after which the Eurocurrency Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Eurocurrency Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Eurocurrency Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of interest to the Eurocurrency 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 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 (including any mathematical or other adjustments to the benchmark (if any) incorporated therein); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 8.2, such amendment shall become effective without any further action or consent of any such affected Lender other party to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until Agreement so long as the Administrative Agent shall notify not have received, within five Business Days of the Borrower and 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 3.3.2 (but, in the case of the circumstances causing described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 3.3.2, only to the extent the Eurocurrency Screen Rate for the applicable currency and such suspension no longer exist Interest Period is not available or published at such time on a current basis), (x) any Conversion/Continuation Notice that requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Advance shall be ineffective, and (iiy) all Eurodollar Loans of if any Borrowing Notice requests a Eurocurrency Advance, such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender Advance shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderan ABR Advance.

Availability of Types of Advances. 3.2.1 If any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (ii) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.3. 3.2.2 If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the obligation circumstances set forth in clause (i) of Section 3.2.1 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (i) of Section 3.2.1 have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the 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 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 (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 8.2, such amendment shall become effective without any further action or consent of any such affected Lender other party to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until Agreement so long as the Administrative Agent shall notify not have received, within five Business Days of the Borrower and 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 3.2.2 (but, in the case of the circumstances causing such suspension no longer exist and described in clause (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then first sentence of this Section 3.2.2, only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period (is not available or published at such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agenttime on a current basis), be automatically converted into Floating Rate Loans. If (x) any Borrowing Notice that requests the obligation conversion of any Lender to makeRevolving Advance to, continue or convert into continuation of any Revolving Advance as, a Eurodollar Loans has been suspended pursuant to the preceding paragraphBorrowing shall be ineffective and (y) if any Borrowing Notice requests a Eurocurrency Advance, then, unless and until the Administrative Agent such Advance shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as a Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderAdvance.

Availability of Types of Advances. If (a) Unless and until a Replacement Rate is implemented in accordance with clause (b) below, if (x) any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then the Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4. (b) Notwithstanding anything to the contrary in Section 3.3(a) above, if the Agent has made the determination (which determination shall be conclusive absent manifest error, it being agreed, however, that the Agent shall not unreasonably refuse to make such determination if the Borrower so requests in writing) that (i) the obligation circumstances described in Section 3.3(a)(y)(i) above have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in dollars or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in dollars, then the Agent and the Borrower may amend this Agreement to establish an alternate benchmark reference rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that gives due consideration to the then prevailing market convention for determining a benchmark reference rate for syndicated loans in the United States at such affected Lender to maketime (the “Replacement Rate”), continue or convert Loans into Eurodollar Loans shall be suspended (in which case, the Replacement Rate shall, subject to the following paragraph next sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 3.3(a)(y)(i), (b)(i), (b)(ii) or (b)(iii) occurs with respect to the Replacement Rate or (B) the Agent (at the direction of the Required Lenders) notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 8.2), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lender objects). In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Agent and the Borrower, to effect the provisions of this Section 3.3) until 3.3(b), including, as applicable, any proposed conforming changes to the Administrative definition of “Adjusted Base Rate,” “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, as agreed between the Agent shall notify and the Borrower, to reflect the adoption of such Replacement Rate and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such Replacement Rate yet exists, in such other manner of administration as the Agent determines with the consent of the Borrower and (it being understood that any such modification shall not require the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shallconsent of, on the last day or consultation with, any of the then applicable Interest Period (or Lenders)). Notwithstanding the foregoing, if such earlier date as such affected Lender Replacement Rate shall designate upon not be less than five Business Days’ prior written notice zero, such rate shall be deemed to be zero for the purposes of this Agreement. (j) The following sentence is hereby added to the Administrative Agent), be automatically converted into Floating Rate Loans. If end of Section 5.7 of the obligation of any Lender Credit Agreement to make, continue or convert into Eurodollar Loans has been suspended pursuant read as follows: (k) The following paragraph is hereby added to the preceding paragraph, then, unless and until end of Section 8.2 of the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender Credit Agreement to read as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.follows:

Availability of Types of Advances. (A) If at the time that the Administrative Agent shall seek to determine the LIBO Screen Rate on any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate date for any Interest Period for any Eurocurrency Rate Advance the LIBO Screen Rate shall not be available for such Interest Period and/or for the applicable lawcurrency with respect to such Eurocurrency Rate Advance for any reason, rule, regulation, or directive, whether or not having and the force of law, or if the Required Lenders Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (i) deposits of a type which conclusion shall be conclusive and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advancesbinding absent manifest error), then (i) if such Advance shall be requested in Dollars, then such Advance shall be made as a Floating Rate Advance at the obligation Alternate Base Rate and (ii) if such Advance shall be requested in any Agreed Currency other than Dollars, the LIBO Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Company and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Advances shall not be available in such affected foreign currency. (B) If prior to the commencement of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Interest Period for a Eurocurrency Rate Advance: (i) the Administrative Agent determines (which determination shall be suspended conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Base Rate or the Eurocurrency Rate, as applicable (subject including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), for a Loan in the applicable currency or for the applicable Interest Period; or (i) the Administrative Agent is advised by the Required Lenders that the Eurocurrency Base Rate or the Eurocurrency Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance for such Interest Period; then the Administrative Agent shall give notice thereof to the following paragraph of this Section 3.3) applicable Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify notifies the applicable Borrower and the Lenders that the circumstances causing giving rise to such suspension notice no longer exist, (i) all Loans any Borrowing/Election Notice that would otherwise requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Rate Advance in the applicable currency or for the applicable Interest Period, as the case may be, shall be made by ineffective, (ii) if any Borrowing/Election Notice requests a Eurocurrency Rate Advance in Dollars, such Lender as Eurodollar Loans Advance shall instead be made as a Floating Rate Loans Advance and (iii) if any Borrowing/Election Notice requests a Eurocurrency Rate Advance in a foreign currency, then the Eurocurrency Base Rate for such Eurocurrency Rate Advance shall be the Alternative Rate; provided that if the circumstances giving rise to such notice affect only one Type of Advances, then the other Type of Advances shall be permitted. (C) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (B)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (B)(i) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which an applicable LIBO Screen Rate for any Agreed Currency shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall (x) endeavor to establish an alternate rate of interest to the Eurocurrency Rate for Loans denominated in Dollars, and (y) endeavor to establish an Alternative Rate as described in clause (A) above for Loans denominated in Agreed Currencies other than Dollars, in each case, that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States in Dollars or such Agreed Currency at such time, as applicable, and shall enter into an amendment to this Agreement to reflect such alternate rate or rates of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Eurocurrency Margin). Notwithstanding anything to the contrary in Section 9.02, (1) any such amendment establishing an alternate rate of interest for Loans denominated in Dollars 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 ten (10) Business Days of the date notice of such alternate rate or rates of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment and (2) any such amendment establishing an Alternative Rate for Loans denominated in a foreign currency shall become effective without any further action or consent of any other party to this Agreement so long as the Required Lenders shall have approved such Alterative Rate. Until an alternate rate of interest or Alternative Rate, as applicable, shall be determined in accordance with this clause (C) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 4.3(C), only to the extent the LIBO Screen Rate for the applicable Agreed Currency and such Interest Period is not available or published at such time on a current basis), (x) any Borrowing/Election Notice that Eurodollar Loans requests the conversion of any Advance to, or continuation of any Advance as, a Eurocurrency Rate Advance, and any Borrowing/Election Notice for a Eurocurrency Rate Advance in a foreign currency shall, in each case, be ineffective, and (y) if any Borrowing/Election Notice requests a Eurocurrency Rate Advance in Dollars, such Lender have been converted into Advance shall be made as an Floating Rate Loans pursuant Advance; provided that, if such alternate rate of interest or Alternative Rate shall be less than zero, such rate shall be deemed to be zero for the preceding paragraph or made instead as Floating Rate Loans pursuant to purposes of this Agreement. (v) Section 7.1(G) of the preceding Credit Agreement is hereby deleted in its entirety and the following new clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.G) is substituted therefor:

Availability of Types of Advances. (a) If (i) any Lender determines that maintenance of any of its Eurodollar Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if (ii) the Required Lenders with respect to Fixed Rate Advances determine that (ix) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Fixed Rate Advances are not available or (iiy) the interest rate applicable to Eurodollar Advances a Fixed Rate Advance does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch a Fixed Rate Advance, then the Global Administrative Agent shall suspend the availability of Fixed Rate Advances of the affected Type and, in the case of any occurrence set forth in clause (i), require any affected Fixed Rate Advances to be repaid or, in the case of Eurodollar Rate Loans, at the option of the applicable U.S. Borrower, converted to Base Rate Advances. (b) If the Index is unavailable, (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing of such suspension no longer exist and unavailability, (ii) all the Borrowers and the Lenders shall negotiate in good faith to agree upon an alternative method for establishing the Applicable Margin, (iii) each Eurodollar Loans of such affected Lender then outstanding shallRate Advance will automatically, on the last day of the then applicable existing Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent)therefor, be automatically converted convert into a Floating Rate Loans. If Advance, and (iv) the obligation of any Lender the Lenders to make, continue or to convert into Advances into, Eurodollar Loans has been Rate Advances shall be suspended pursuant to the preceding paragraph, then, unless and until the earlier of the time that (x) the Global Administrative Agent shall notify the applicable Borrower Borrowers and the Lenders that the circumstances causing Index is available or (y) the Borrowers and the Lenders agree on an alternative method for establishing the Applicable Margin; provided that (A) with respect to Eurodollar Rate Advances and Floating Rate Advances during the period of the first 60 days after the notification by the Administrative Agent to the Borrowers and the Lenders of the unavailability of the Index and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and Floating Rate Margin shall be based on an Applicable Margin and Floating Rate Margin, respectively, based on the Index in effect on the day immediately prior to the unavailability of the Index, (B) with respect to calculating the Applicable Commitment Fee during the period when the Index is unavailable and an alternative method for determining the Applicable Commitment Fee has not been agreed upon by the Borrowers and the Lenders, such suspension no longer existfee shall be equal to 15% of the Applicable Margin as calculated in the foregoing clause (A) and the following clause (C) and (C) after such 60-day period if the Index remains unavailable and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and the Floating Rate Margin, as calculated pursuant to the foregoing clause (A), shall be increased by (i) all Loans that would otherwise be made by 0.25% on the first date following the expiration of such Lender as Eurodollar Loans shall instead be made as Floating 60-day period (the “Rate Loans Increase Date”) and (ii) to an additional 0.25% on each succeeding 90-day anniversary of the extent that Eurodollar Loans of such Lender have Rate Increase Date, in each case so long as the Index remains unavailable and an alternative method for determining the Applicable Margin has not been converted into Floating Rate Loans pursuant to agreed upon by the preceding paragraph or made instead as Floating Rate Loans pursuant to Borrowers and the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderLenders.

Availability of Types of Advances. If at the time that the Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Base Rate for such Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Eurocurrency Base Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance and (ii) if such Advance shall be requested in any Foreign Currency, the Eurocurrency Base Rate shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Advance (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion, such rate, the “COF Rate”). If any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (ii) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, then the Agent shall suspend the availability of Eurocurrency Advances (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist exist) and (ii) all Eurodollar Loans of such require any affected Lender then outstanding shallEurocurrency Advances to be repaid or converted to Floating Rate Advances, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice subject to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation payment of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made funding indemnification amounts required by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderSection 3.4.

Availability of Types of Advances. (a) If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulationLaw has made it unlawful, or directivethat any Governmental Authority has asserted that it is unlawful, whether for any Lender or not having the force of lawits applicable lending office to make, maintain, or if fund Advances whose interest is determined by reference to the Required Lenders Eurodollar Base Rate, or to determine that or charge interest rates based upon the Eurodollar Base Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, upon notice thereof by such Lender to the Borrower (ithrough the Administrative Agent), (a) deposits any obligation of a type and maturity appropriate such Lender to match fund make or continue Eurodollar Advances are not available or to convert Alternate Base Rate Advances to Eurodollar Advances shall be suspended, and (iib) if such notice asserts the illegality of such Lender making or maintaining Alternate Base Rate Advances the interest rate applicable on which is determined by reference to the Eurodollar Base Rate component of the Alternate Base Rate, the interest rate on which Alternate Base Rate Advances does not accurately reflect of such Lender shall, if necessary to avoid such illegality, be determined by the cost Administrative Agent without reference to the Eurodollar Base Rate component of making or maintaining Eurodollar Advancesthe Alternate Base Rate, then in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the obligation Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Advances of any such affected Lender to makeAlternate Base Rate Advances (the interest rate on which Alternate Base Rate Advances of such Lender shall, continue or convert Loans into Eurodollar Loans shall if necessary to avoid such illegality, be suspended (subject to the following paragraph of this Section 3.3) until determined by the Administrative Agent shall notify without reference to the Borrower and Eurodollar Base Rate component of the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shallAlternate Base Rate), either on the last day of the then applicable Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Advances and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Base Rate, the Administrative Agent shall during the period of such earlier date as suspension compute the Alternate Base Rate applicable to such affected Lender shall designate upon not less than five Business Days’ prior written notice without reference to the Administrative Agent), be automatically converted into Floating Eurodollar Base Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Base Rate. Upon any such prepayment or conversion, the Borrower shall notify also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.4. (b) Unless and until a Replacement Rate is implemented in accordance with Section 3.3(c) below, if prior to the commencement of any Interest Period for a Eurodollar Advance: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Base Rate for such Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period, or (B) the Eurodollar Base Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Advances for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders (upon the instruction of the Required Lenders with respect to notice given pursuant to clause (ii) above) that the circumstances causing giving rise to such suspension notice no longer exist, (i) all Loans any Conversion/Continuation Notice that would otherwise requests the conversion of any Alternate Base Rate Advance to, or continuation of any Eurodollar Advance as, a Eurodollar Advance shall be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans ineffective, and (ii) if any Borrowing Notice requests a Eurodollar Advance, such Advance shall be made as an Alternate Base Rate Advance. Any Eurodollar Advances outstanding at the commencement of any such suspension shall be converted at the end of the then current Interest Period for such Eurodollar Advances into Alternate Base Rate Advances unless such suspension has then ended. (c) Notwithstanding anything to the contrary in Section 3.3(b) above, if the Administrative Agent has made the determination (such determination to be conclusive and binding absent manifest error) that (i) the circumstances described in Section 3.3(b)(i) have arisen and that such circumstances are unlikely to be temporary, (ii) Eurodollar Base Rate is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or (iii) the applicable supervisor or administrator (if any) of Eurodollar Base Rate or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which Eurodollar Base Rate shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market, then the Administrative Agent may, to the extent that Eurodollar Loans practicable, in consultation with and with the consent of such Lender have been converted into Floating the Borrowers and as determined by the Administrative Agent to be consistent with market practice generally, establish a replacement benchmark rate (the “Replacement Rate”), in which case, the Replacement Rate Loans pursuant shall, subject to the preceding paragraph next two sentences, replace Eurodollar Base Rate for all purposes under the Loan Documents unless and until (A) an event described in Section 3.3(b)(i), (c)(i), (c)(ii) or made instead as Floating Rate Loans pursuant (c)(iii) occurs with respect to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Replacement Rate Loans of such Lender.or

Availability of Types of Advances. (a) If (i) any Lender determines that maintenance of any of its Eurodollar Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, (ii) prior to the commencement of any Interest Period for a Fixed Rate Advance, the Global Administrative Agent determines (which determination shall be conclusive and binding absent demonstrable error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or if LIBOR, as applicable (including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis), for a Loan for the applicable Interest Period or (iii) the Required Lenders with respect to Fixed Rate Advances determine that (ix) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Fixed Rate Advances are not available or (iiy) the interest rate rate, Eurodollar Rate or LIBOR applicable to Eurodollar Advances a Fixed Rate Advance does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch a Fixed Rate Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Global Administrative Agent shall notify give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Global Administrative Agent notifies the Borrowers and the Lenders that the circumstances causing giving rise to such suspension notice no longer exist (which notice shall be given by the Global Administrative Agent promptly after such circumstances cease to exist), (A) the availability of Fixed Rate Advances of the affected Type shall be suspended and (B) in the case of any occurrence set forth in clause (i) above, the Global Administrative Agent shall require any affected Fixed Rate Advances to be repaid or, in the case of Eurodollar Rate Loans, at the option of the applicable U.S. Borrower, converted to Base Rate Advances. (b) Notwithstanding the foregoing, if at any time the Global Administrative Agent determines (which determination shall be conclusive absent demonstrable error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary or (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day circumstances set forth in Section 3.3(a)(ii) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Global Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then applicable Interest Period (or the Global Administrative Agent and Harley shall endeavor to establish an alternate rate of interest to LIBOR 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 earlier date time, and 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; provided that, if such affected Lender shall designate upon not alternate rate of interest as so determined would be less than five Business Days’ prior written notice zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the Administrative Agent)contrary in Section 8.3, be automatically converted into Floating Rate Loans. If the obligation such amendment shall become effective without any further action or consent of any Lender other party to make, continue or convert into Eurodollar Loans has been suspended pursuant to this Agreement so long as the preceding paragraph, then, unless and until the Global Administrative Agent shall notify not have received, within five (5) Business Days of the applicable Borrower and 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) (but, in the case of the circumstances causing described in clause (ii) of the first sentence of this Section 3.3(b), only to the extent the LIBOR Screen Rate for the Interest Period is not available or published at such suspension no longer existtime on a current basis), (A) the availability of Fixed Rate Advances of the affected Type shall be suspended and (B) in the case of any occurrence set forth in clause (i) all Loans that would otherwise above, the Global Administrative Agent shall require any affected Fixed Rate Advances to be made by such Lender as repaid or, in the case of Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) Loans, at the option of the applicable U.S. Borrower, converted to the extent that Eurodollar Loans of such Lender have been converted into Floating Base Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderAdvances.

Availability of Types of Advances. (a) If (i) any Lender determines that maintenance of any of its Eurodollar Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if (ii) the Required Lenders with respect to Fixed Rate Advances or the Global Swing Line Lender with respect to Swing Line Loans determine that (ix) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Fixed Rate Advances or Swing Line Loans, as applicable, are not available or (iiy) the interest rate applicable to Eurodollar Advances a Fixed Rate Advance or Swing Line Loan does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch a Fixed Rate Advance or Swing Line Loans, then the Global Administrative Agent shall suspend the availability of Fixed Rate Advances or such Swing Line Loans of the affected Type or in the affected currency and, in the case of any occurrence set forth in clause (i), require any affected Fixed Rate Advances or Swing Line Loans to be repaid or, in the case of Eurocurrency Rate Loans in Dollars, at the option of the applicable U.S. Borrower, converted to Base Rate Advances or, in the case of any Loans to the Canadian Borrower, at the option of the Canadian Borrower, converted to Canadian Prime Rate Advances. (b) If the Index is unavailable, (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing of such suspension no longer exist and unavailability, (ii) all Eurodollar Loans of such affected Lender then outstanding shallthe Borrowers and the Lenders shall negotiate in good faith to agree upon an alternative method for establishing the Applicable Margin, (iii) each Eurocurrency Rate Advance will automatically, on the last day of the then applicable existing Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent)therefor, be automatically converted convert into a Floating Rate Loans. If Advance denominated in Dollars, and (iv) the obligation of any Lender the Lenders to make, continue or to convert into Eurodollar Loans has been Advances into, Eurocurrency Rate Advances shall be suspended pursuant to the preceding paragraph, then, unless and until the earlier of the time that (x) the Global Administrative Agent shall notify the applicable Borrower Borrowers and the Lenders that the circumstances causing Index is available or (y) the Borrowers and the Lenders agree on an alternative method for establishing the Applicable Margin; provided that (A) with respect to Eurocurrency Rate Advances and Floating Rate Advances during the period of the first 60 days after the notification by the Administrative Agent to the Borrowers and the Lenders of the unavailability of the Index and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and Floating Rate Margin shall be based on an Applicable Margin and Floating Rate Margin, respectively, based on the Index in effect on the day immediately prior to the unavailability of the Index, (B) with respect to calculating the Applicable Commitment Fee during the period when the Index is unavailable and an alternative method for determining the Applicable Commitment Fee has not been agreed upon by the Borrowers and the Lenders, such suspension no longer existfee shall be equal to 15% of the Applicable Margin as calculated in the foregoing clause (A) and the following clause (C) and (C) after such 60-day period if the Index remains unavailable and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and the Floating Rate Margin, as calculated pursuant to the foregoing clause (A), shall be increased by (i) all Loans that would otherwise be made by 0.25% on the first date following the expiration of such Lender as Eurodollar Loans shall instead be made as Floating 60-day period (the “Rate Loans Increase Date”) and (ii) to an additional 0.25% on each succeeding 90-day anniversary of the extent that Eurodollar Loans of such Lender have Rate Increase Date, in each case so long as the Index remains unavailable and an alternative method for determining the Applicable Margin has not been converted into Floating Rate Loans pursuant to agreed upon by the preceding paragraph or made instead as Floating Rate Loans pursuant to Borrowers and the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderLenders.

Availability of Types of Advances. If the Required Lenders reasonably and in good faith determine that (i) deposits of a type and vances maturity appropriate to match fund Committed Advances bearing interest at a Fixed Rate are not available or (ii) solely in the case of a Eurocurrency Committed Advance denominated in an Alternative Currency, the interest applicable to such Committed Advance does not accurately reflect the funding cost of such Committed Advance, then the Administrative Agent shall forthwith give notice thereof to the Company and the Lenders, whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Lenders to make Fixed CD Rate Loans or Eurocurrency Loans (in the affected currency), or to convert outstanding Loans into such Loans or continue outstanding Loans as such Loans for an additional Interest Period, shall be suspended and (i) any affected outstanding Committed Advance denominated in Dollars shall be converted into a Floating Rate Advance on the last day of the then current Interest Period applicable thereto, (ii) any affected Committed Advance denominated in Dollars for which a Committed Borrowing Notice has previously been given shall instead be made as a Floating Rate Advance, unless the Borrower elects not to borrow such Advance by giving one Business Day's notice to the Administrative Agent to such effect, (iii) any affected outstanding Committed Advance denominated in an Alternative Currency shall mature and be due and payable on the last day of the then current Interest Period applicable thereto and (iv) any affected Eurocurrency Advance denominated in an Alternative Currency for which a Committed Borrowing Notice or a Competitive Bid Borrowing Notice has previously been given shall be canceled. Nothing in this Section 3.3 shall affect any right of the Borrower to borrow or convert outstanding Loans into Loans of a Type not affected by the circumstances described above under and in accordance with the other applicable provisions of this Agreement. If any Lender determines that maintenance of any of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject may by notice to the following paragraph of this Section 3.3) until Company, through the Administrative Agent shall notify the Borrower and the Lenders Agent, require that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Eurocurrency Loans be converted to an unaffected Type of such affected Lender then outstanding shall, Loan on the last day of the then applicable current Interest Period (applicable thereto, if such Lender may lawfully maintain such Loan to such date, or on such earlier date as such affected Lender shall designate upon may require if it is not less than five Business Days’ prior written notice able lawfully to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing maintain such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied Loan to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderdate.

Availability of Types of Advances. (a) If (i) any Lender determines that maintenance of any of its Eurodollar Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if (ii) the Required Lenders with respect to Fixed Rate Advances or the Global Swing Line Lender with respect to Swing Line Loans determine that (ix) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Fixed Rate Advances or Swing Line Loans, as applicable, are not available or (iiy) the interest rate applicable to Eurodollar Advances a Fixed Rate Advance or Swing Line Loan does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch a Fixed Rate Advance or Swing Line Loans, then the Global Administrative Agent shall suspend the availability of Fixed Rate Advances or such Swing Line Loans of the affected Type or in the affected currency and, in the case of any occurrence set forth in clause (i), require any affected Fixed Rate Advances or Swing Line Loans to be repaid or, in the case of Eurocurrency Rate Loans in Dollars, at the option of the applicable U.S. Borrower, converted to Base Rate Advances or, in the case of any Loans to the Canadian Borrower, at the option of the Canadian Borrower, converted to Canadian Prime Rate Advances. (b) If the Index is unavailable, (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Global Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing of such suspension no longer exist and unavailability, (ii) all Eurodollar Loans of such affected Lender then outstanding shallthe Borrowers and the Lenders shall negotiate in good faith to agree upon an alternative method for establishing the Applicable Margin, (iii) each Eurocurrency Rate Advance will automatically, on the last day of the then applicable existing Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent)therefor, be automatically converted convert into a Floating Rate Loans. If Advance denominated in Dollars, and (iv) the obligation of any Lender the Lenders to make, continue or to convert into Eurodollar Loans has been Advances into, Eurocurrency Rate Advances shall be suspended pursuant to the preceding paragraph, then, unless and until the earlier of the time that (x) the Global Administrative Agent shall notify the applicable Borrower Borrowers and the Lenders that the circumstances causing Index is available or (y) the Borrowers and the Lenders agree on an alternative method for establishing the Applicable Margin; provided that (A) with respect to Eurocurrency Rate Advances and Floating Rate Advances during the period of the first 60 days after the notification by the Global Administrative Agent to the Borrowers and the Lenders of the unavailability of the Index and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and Floating Rate Margin shall be based on an Applicable Margin and Floating Rate Margin, respectively, based on the Index in effect on the day immediately prior to the unavailability of the Index and (B) after such suspension no longer exist60-day period if the Index remains unavailable and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and the Floating Rate Margin, as calculated pursuant to the foregoing clause (A), shall be increased by (i) all Loans that would otherwise be made by 0.25% on the first date following the expiration of such Lender as Eurodollar Loans shall instead be made as Floating 60-day period (the “Rate Loans Increase Date”) and (ii) to an additional 0.25% on each succeeding 90-day anniversary of the extent that Eurodollar Loans of such Lender have Rate Increase Date, in each case so long as the Index remains unavailable and an alternative method for determining the Applicable Margin has not been converted into Floating Rate Loans pursuant to agreed upon by the preceding paragraph or made instead as Floating Rate Loans pursuant to Borrowers and the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderLenders.

Availability of Types of Advances. If (i) Subject to clause (b) below, if (x) any Lender determines that maintenance of its Eurodollar SOFR Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) the Required Lenders determine that (iA) deposits of a type and maturity appropriate to match fund Eurodollar SOFR Advances are not available or (iiB) the interest rate applicable to Eurodollar SOFR Advances does not accurately reflect the cost of making or maintaining Eurodollar SOFR Advances, then the Agent shall suspend the availability of SOFR Advances and require any affected SOFR Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.04. (iii) If, after the obligation date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Installations) with any request or directive (whether or not having the force of law) of any such affected Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Installations) to honor its obligations hereunder to make or maintain any SOFR Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR such Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject promptly give notice thereof to the following paragraph of this Section 3.3) until Agent and the Administrative Agent shall notify promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Agent and the Agent notifies the Borrower that the circumstances causing giving rise to such suspension determination no longer exist exist, (A) any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to a SOFR Loan or continue any Loan as a SOFR Loan, shall be suspended and (iiB) if necessary to avoid such illegality, the Agent shall compute the Alternate Base Rate without reference to clause (iii) of the definition of “Alternate Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Agent), prepay SOFR loans or, if applicable, convert all Eurodollar SOFR Loans to Floating Rate Advances (in each case, if necessary to avoid such illegality, the Agent shall compute the Alternate Base Rate without reference to clause (iii) of such affected Lender then outstanding shallthe definition of “Alternate Base Rate”), on the last day of the then applicable Interest Period (therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent)immediately, be automatically converted into Floating Rate Loans. If the obligation of if any Lender may not lawfully continue to makemaintain such SOFR Loans to such day. Upon any such prepayment or conversion, continue the Borrower shall also pay accrued interest on the amount so prepaid or convert into Eurodollar Loans has been suspended converted, together with any additional amounts required pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderSection 3.04.

Availability of Types of Advances. If (i) any Lender determines determines, or any Governmental Authority has asserted, that maintenance of its making, funding or maintaining Loans whose interest is determined by reference to the Eurodollar Loans Base Rate at a suitable Lending Installation Installation, or determining or charging interest rates based on the Eurodollar Base Rate, would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, enacted or if imposed after the date of this Agreement, (ii) any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, (iii) the Required Lenders determine that (ia) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (iib) the interest rate applicable to Eurodollar Advances a Type of Advance does not accurately reflect the cost of making or maintaining such Advance or (iv) the Administrative Agent determines that adequate and reasonable means do not exist for determining the Eurodollar AdvancesBase Rate, then the Administrative Agent shall suspend the availability of the affected Type of Advance (i) or, if such notice asserts the obligation illegality of any such affected Lender determining or charging interest rates based upon the Eurodollar Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject such Lender without reference to the following paragraph of this Section 3.3) Eurodollar Base Rate component thereof until the Administrative Agent shall notify the Borrower and the Lenders is advised in writing by such Lender that the circumstances causing such suspension it is no longer exist illegal for such Lender to determine or charge interest rates based upon the Eurodollar Base Rate) and, in the case of clauses (i) and (ii) all ), require any affected Eurodollar Loans of such affected Lender then outstanding shallAdvances to be repaid or converted to Floating Rate Advances, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice subject to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation payment of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made funding indemnification amounts required by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lender.Section 3.4. .CHAR1\1170499v7

Availability of Types of Advances. (a) If (i) any Lender Bank determines that maintenance the making, maintaining or funding of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or (ii) if the Required Lenders Administrative Agent or the Majority Banks determine (which determination shall be conclusive absent manifest error) that (ix) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (iiy) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then the Administrative Agent shall suspend the availability of Eurodollar Advances and, in the case of clause (i) only, require any affected Eurodollar Advances to be repaid or converted to Base Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.05. (b) Notwithstanding the foregoing, in the event the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the obligation circumstances set forth in Section 3.04(a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) ICE Benchmark Administration Limited (or any Person that takes over the administration of any such affected Lender to makerate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, continue or convert Loans into Eurodollar Loans shall be suspended (subject to iii) the following paragraph supervisor for the administrator of the interest settlement rate described in clause (ii) of this Section 3.33.04(b) until 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 Company shall seek to jointly agree upon an alternate rate of interest to 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 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 10.01, 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 notify not have received, within five Business Days of the Borrower date notice of such amendment is provided to the Banks, a written notice from the Majority Banks stating that such Majority Banks object to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Majority Banks object). Until an alternate rate of interest shall be determined in accordance with this Section 3.04(b), (x) any request pursuant to Section 2.02(d) that requests the conversion of any Advance to, or continuation of any Advance as, a Eurodollar Advance shall be ineffective and any such Advance (i) may, at the Lenders that the circumstances causing such suspension no longer exist and Company’s option, be repaid in full or (ii) all if not repaid, shall be continued as or converted to, as the case may be, a Base Rate Advance, and (y) if any request pursuant to Section 2.02(c) requests a Eurodollar Loans of Advance, such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date Advance shall be made as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating a Base Rate LoansAdvance. If the obligation alternate rate of any Lender to make, continue or convert into Eurodollar Loans has been suspended interest determined pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (ithis Section 3.04(b) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead less than zero, such rate shall be deemed to such Floating Rate Loans be zero for the purposes of such Lenderthis Agreement.

Availability of Types of Advances. (A) If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Rate Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Rate Advance for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Base Rate for such Interest Period for such Eurocurrency Rate Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Base Rate for such Eurocurrency Rate Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as a Floating Rate Advance at the Floating Rate and (ii) if such Advance shall be requested in any Agreed Currency other than Dollars, the Eurocurrency Base Rate shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Rate Advance (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion, such rate, the “COF Rate”). (B) If (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Base Rate or the Eurocurrency Base Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period, (ii) any Lender determines that maintenance of its Eurodollar Eurocurrency Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, law or if (iii) the Required Lenders determine that (ix) deposits of a type and type, currency or maturity appropriate to match fund Eurodollar Advances Eurocurrency Rate Loans are not available or (iiy) the interest rate applicable to Eurodollar Advances Eurocurrency Rate Loans does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch an Advance, then (i) any request by the obligation Company that requests the conversion of any such affected Lender to makeAdvance to, continue or convert Loans into Eurodollar Loans continuation of any Advance as, a Eurocurrency Rate Advance in the applicable currency or for the applicable Interest Period, as the case may be, shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and ineffective, (ii) all Eurodollar Loans of if any Borrowing/Election Notice requests a Eurocurrency Rate Advance in Dollars, such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender Advance shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as a Floating Rate Loans Advance and (iiiii) to if any Borrowing/Election Notice requests a Eurocurrency Rate Advance in an Agreed Currency other than Dollars, then the extent Eurocurrency Base Rate for such Eurocurrency Rate Advance shall be the COF Rate; provided that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to if the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied circumstances giving rise to such Eurodollar Loans notice affect only one Type of such Lender Advances, then the other Type of Advances shall be applied instead to such Floating Rate Loans of such Lenderpermitted.

Availability of Types of Advances. 3.3.1 If (a) any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (b) the Required Lenders determine that (i) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then or (ic) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Administrative Agent determines (which determination shall be suspended conclusive and binding absent manifest error) that no adequate and reasonable basis or means exists for determining the Eurodollar Reference Rate or the LIBOR Screen Rate (subject to including, without limitation, because the following paragraph of this Section 3.3LIBOR Screen Rate is not available or published on a current basis) until (provided that no Benchmark Transition Event shall have occurred at such time), then, in each case, the Administrative Agent shall notify suspend the Borrower availability of Eurodollar Advances and the Lenders that the circumstances causing such suspension no longer exist and (ii) all require any affected Eurodollar Loans of such affected Lender then outstanding shall, Advances to be repaid or converted to Floating Rate Advances on the respective last day days of the then applicable current Interest Period (Periods with respect to such Loans or within such earlier date period as required by law, subject to the payment of any funding indemnification amounts required by Section 3.4. 3.3.2 Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Reference Rate with a Benchmark Replacement. Any such affected Lender shall designate upon amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not less than five Business Days’ prior received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent), be automatically converted into Floating Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurodollar Reference Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended with a Benchmark Replacement pursuant to this Section 3.3 will occur prior to the preceding paragraphapplicable Benchmark Transition Start Date. 3.3.3 In connection with the implementation of a Benchmark Replacement, then, unless and until the Administrative Agent shall notify will have the applicable Borrower and the Lenders that the circumstances causing such suspension no longer existright to make Benchmark Replacement Conforming Changes from time to time and, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) notwithstanding anything to the extent that Eurodollar Loans 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 such Lender have been converted into Floating Rate Loans pursuant any other party to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderthis Agreement.

Availability of Types of Advances. (A) If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Rate Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Rate Advance for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then (i) if such Advance shall be requested in Dollars, then such Advance shall be made as a Floating Rate Advance at the Floating Rate and (ii) if such Advance shall be requested in any Agreed Currency other than Dollars, the Eurocurrency Base Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Borrowers and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Advances shall not be available in any Agreed Currency other than Dollars. (B) If (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Base Rate or the Eurocurrency Base Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period, (ii) any Lender determines that maintenance of its Eurodollar Eurocurrency Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, law or if (iii) the Required Lenders determine that (ix) deposits of a type and type, currency or maturity appropriate to match fund Eurodollar Advances Eurocurrency Rate Loans are not available or (iiy) the interest rate applicable to Eurodollar Advances Eurocurrency Rate Loans does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch an Advance, then (i) any request by the obligation Company that requests the conversion of any such affected Lender to makeAdvance to, continue or convert Loans into Eurodollar Loans continuation of any Advance as, a Eurocurrency Rate Advance in the applicable currency or for the applicable Interest Period, as the case may be, shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and ineffective, (ii) all Eurodollar Loans of if any Borrowing/Election Notice requests a Eurocurrency Rate Advance in Dollars, such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender Advance shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as a Floating Rate Loans Advance and (iiiii) to if any Borrowing/Election Notice requests a Eurocurrency Rate Advance in an Agreed Currency other than Dollars, then the extent Eurocurrency Base Rate for such Eurocurrency Rate Advance shall be the Alternative Rate; provided that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to if the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied circumstances giving rise to such Eurodollar Loans notice affect only one Type of such Lender Advances, then the other Type of Advances shall be applied instead to such Floating Rate Loans of such Lenderpermitted.

Availability of Types of Advances. If at the time that the Administrative Agent shall seek to determine the applicable Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, such applicable Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Base Rate for such Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Base Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance and (ii) if such Advance shall be requested in any Foreign Currency, the Eurocurrency Base Rate shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Advance (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion, such rate, the “COF Rate”). If (x) any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if (y) the Required Lenders determine that (i) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (ii) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, or (iii) no reasonable basis exists for determining the Eurocurrency Base Rate, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Administrative Agent shall be suspended (subject give notice thereof to the following paragraph of this Section 3.3) Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall notify notifies the Borrower Company and the Lenders that the circumstances causing giving rise to such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans any Conversion/Continuation Notice that would otherwise requests the conversion of any Revolving Borrowing to, or continuation of any Advance as, a Eurocurrency Advance in the applicable currency or for the applicable Interest Period, as the case may be, shall be made by ineffective, (ii) if any Borrowing Notice requests a Eurocurrency Advance in Dollars, such Lender as Eurodollar Loans Advance shall instead be made as a Floating Rate Loans Advance and (iiiii) to if any Borrowing Notice requests a Eurocurrency Advance in a Foreign Currency, then the extent that Eurodollar Loans of Eurocurrency Base Rate for such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender Eurocurrency Advance shall be applied instead to such Floating Rate Loans of such Lenderthe COF Rate.

Availability of Types of Advances. (a) If any Lender (i) the Administrative Agent determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Advances does Base Rate (including because the LIBO Screen Rate is not accurately available or published on a current basis), or (iii) the Administrative Agent is advised by the Required Lenders that the Eurodollar Base Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining Eurodollar Advancestheir Loans included in such Advance for such Interest Period, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Administrative Agent shall be suspended (subject give notice thereof to the following paragraph of this Section 3.3) Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter, and until the Administrative Agent shall notify notifies the Borrower and the Lenders that the circumstances causing giving rise to such suspension notice no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shallexist, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify suspend the applicable Borrower availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances on the Lenders respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section 3.4. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise the circumstances set forth in clause (a)(ii) of the foregoing paragraph have arisen and such circumstances are unlikely to be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and temporary or (ii) the circumstances set forth in clause (a)(ii) of the foregoing paragraph have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar 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 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 (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 8.2, 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 paragraph (but, in the case of the circumstances described in clause (a)(ii) of the foregoing paragraph, only to the extent that the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), the Administrative Agent shall suspend the availability of Eurodollar Loans of such Lender have been Advances and require any affected Eurodollar Advances to be repaid or converted into to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Loans pursuant or within such earlier period as required by law, subject to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments payment of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderany funding indemnification amounts required by Section 3.4.

Availability of Types of Advances. (a) If prior to the commencement of any Lender determines that maintenance of its Eurodollar Loans at Interest Period for a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that LIBOR Advance: (i) deposits of a type the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and maturity appropriate to match fund Eurodollar Advances are reasonable means do not exist for ascertaining the LIBOR Rate or the LIBOR Base Rate (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis) for such Interest Period; or (ii) the interest rate applicable Administrative Agent is advised by the Required Lenders (or, in the case of a LIBOR Competitive Bid Loan, the Revolving Credit Lender that is required to Eurodollar Advances does make such Revolving Loan) that the LIBOR Rate or LIBOR Base Rate for such Interest Period will not accurately adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining Eurodollar Advances, their Loans (or its Loans) included in such Advance for such Interest Period; then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Administrative Agent shall be suspended (subject give notice thereof to the following paragraph of this Section 3.3) Borrower and the applicable Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent shall notify notifies the Borrower and the applicable Lenders that the circumstances causing giving rise to such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans any Conversion/Continuation Notice that would otherwise requests the conversion of any Advance to, or continuation of any Advance as, a LIBOR Advance shall be made by ineffective, (ii) if any Borrowing Notice requests a LIBOR Advance, such Lender as Eurodollar Loans Advance shall instead be made as Floating an Alternate Base Rate Advance and (iii) any request by the Borrower for a LIBOR Competitive Bid Loan shall be ineffective; provided that (A) if the circumstances giving rise to such notice do not affect all the Revolving Credit Lenders, then requests by the Borrower for Competitive Bid Loans may be made to Revolving Credit Lenders that are not affected thereby and (B) if the circumstances giving rise to such notice affect only one Type or Class of Advance, then the other Types or Classes of Advance shall be permitted. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have risen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish 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 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 9.2, 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 (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice form the Required Lenders stating that such Required Lenders object to such amendment, in which case such amendment shall not become effective. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 4.3(b), only to the extent that Eurodollar Loans of the LIBO Screen Rate for such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph Interest Period is not available or made instead as Floating Rate Loans pursuant to the preceding clause (ipublished at such time on a current basis), all payments and prepayments (x) any Conversion/Continuation Notice that requests the conversion of principal that would have otherwise been applied to such Eurodollar Loans any Advance to, or continuation of such Lender any Advance as, a LIBOR Advance shall be applied instead ineffective, (y) if any Borrowing Notice requests a LIBOR Advance, such Advance shall be made as an Alternate Base Rate Advance and (z) any request by the Borrower for a LIBOR Competitive Bid Loan shall be ineffective; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to such Floating Rate Loans be zero for the purposes of such Lenderthis Agreement.

Availability of Types of Advances. (a) If (i) any Lender determines that maintenance of any of its Eurodollar Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if (ii) the Required Lenders with respect to Fixed Rate Advances determine that (ix) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Fixed Rate Advances are not available or (iiy) the interest rate applicable to Eurodollar Advances a Fixed Rate Advance does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch a Fixed Rate Advance, then the Global Administrative Agent shall suspend the availability of Fixed Rate Advances of the affected Type and, in the case of any occurrence set forth in clause (i), require any affected Fixed Rate Advances to be repaid or, in the case of Eurodollar Rate Loans, at the option of the applicable U.S. Borrower, converted to Base Rate Advances. (b) If the Index is unavailable, (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Global Administrative Agent shall notify the Borrower Borrowers and the Lenders that the circumstances causing of such suspension no longer exist and unavailability, (ii) all the Borrowers and the Lenders shall negotiate in good faith to agree upon an alternative method for establishing the Applicable Margin, (iii) each Eurodollar Loans of such affected Lender then outstanding shallRate Advance will automatically, on the last day of the then applicable existing Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent)therefor, be automatically converted convert into a Floating Rate Loans. If Advance, and (iv) the obligation of any Lender the Lenders to make, continue or to convert into Advances into, Eurodollar Loans has been Rate Advances shall be suspended pursuant to the preceding paragraph, then, unless and until the earlier of the time that (x) the Global Administrative Agent shall notify the applicable Borrower Borrowers and the Lenders that the circumstances causing Index is available or (y) the Borrowers and the Lenders agree on an alternative method for establishing the Applicable Margin; provided that (A) with respect to Eurodollar Rate Advances and Floating Rate Advances during the period of the first 60 days after the notification by the Global Administrative Agent to the Borrowers and the Lenders of the unavailability of the Index and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and Floating Rate Margin shall be based on an Applicable Margin and Floating Rate Margin, respectively, based on the Index in effect on the day immediately prior to the unavailability of the Index and (B) after such suspension no longer exist60-day period if the Index remains unavailable and an alternative method for determining the Applicable Margin has not been agreed upon by the Borrowers and the Lenders, the Applicable Margin and the Floating Rate Margin, as calculated pursuant to the foregoing clause (A), shall be increased by (i) all Loans that would otherwise be made by 0.25% on the first date following the expiration of such Lender as Eurodollar Loans shall instead be made as Floating 60-day period (the “Rate Loans Increase Date”) and (ii) to an additional 0.25% on each succeeding 90-day anniversary of the extent that Eurodollar Loans of such Lender have Rate Increase Date, in each case so long as the Index remains unavailable and an alternative method for determining the Applicable Margin has not been converted into Floating Rate Loans pursuant to agreed upon by the preceding paragraph or made instead as Floating Rate Loans pursuant to Borrowers and the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderLenders.

Availability of Types of Advances. If (i) Subject to clause (b) below, if (x) any Lender determines that maintenance of its Eurodollar SOFR Loans or Swing Line Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar SOFR Advances are not available or (ii) the interest rate applicable to Eurodollar SOFR Advances or Swing Line Loans does not accurately reflect the cost of making or maintaining Eurodollar SOFR Advances or Swing Line Loans, then the Agent shall suspend the availability of SOFR Advances and Swing Line Loans and require any affected SOFR Advances to be repaid or converted to Floating Rate Advances, then subject to the payment of any funding indemnification amounts required by Section 3.4. (iii) If, after the obligation date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Installations) with any request or directive (whether or not having the force of law) of any such affected Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Installations) to honor its obligations hereunder to make or maintain any SOFR Loan or Swing Line Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or the SOFR Market Index Rate, such Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject promptly give notice thereof to the following paragraph of this Section 3.3) until Agent and the Administrative Agent shall notify promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Agent and the Agent notifies the Borrower that the circumstances causing giving rise to such suspension determination no longer exist exist, (i) any obligation of the Lenders to make SOFR Loans or Swing Line Loans, and any right of the Borrower to convert any Loan to a SOFR Loan or continue any Loan as a SOFR Loan, shall be suspended and (ii) if necessary to avoid such illegality, the Agent shall compute the Alternate Base Rate without reference to clause (iii) of the definition of “Alternate Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Agent), prepay Swing Line Loans or SOFR loans or, if applicable, convert all Eurodollar SOFR Loans to Floating Rate Advances (in each case, if necessary to avoid such illegality, the Agent shall compute the Alternate Base Rate without reference to clause (iii) of such affected Lender then outstanding shallthe definition of “Base Rate”), on the last day of the then applicable Interest Period (therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans to such day, or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent)immediately, be automatically converted into Floating Rate Loans. If the obligation of if any Lender may not lawfully continue to makemaintain such SOFR Loans to such day. Upon any such prepayment or conversion, continue the Borrower shall also pay accrued interest on the amount so prepaid or convert into Eurodollar Loans has been suspended converted, together with any additional amounts required pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderSection 3.4.

Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or (y) the Required Lenders determine that (a) deposits of a type, currency and maturity appropriate to match fund Eurocurrency Advances are not available or (b) the interest rate applicable to Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurocurrency Advances, or (iii) no reasonable basis exists for determining the Eurocurrency Reference Rate, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section 3.4. If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Reference Rate for such Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Reference Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance at the Alternate Base Rate and (ii) if such Advance shall be requested in any Foreign Currency, the Eurocurrency Reference Rate shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Advance (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). 3.3.1 If (a) any Lender determines that maintenance of its Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, (b) the Required Lenders determine that (i) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (ii) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, then or (ic) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Administrative Agent determines (which determination shall be suspended conclusive and binding absent manifest error) that no adequate and reasonable basis or means exists for determining the Eurocurrency Reference Rate or the LIBOR Screen Rate (subject to including, without limitation, because the following paragraph of this Section 3.3LIBOR Screen Rate is not available or published on a current basis) until (provided that no Benchmark Transition Event shall have occurred at such time), then, in each case, the Administrative Agent shall notify suspend the Borrower availability of the affected Eurocurrency Advances and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such require any affected Lender then outstanding shall, Eurocurrency Advances to be repaid or converted to Floating Rate Advances on the respective last day days of the then applicable current Interest Period (Periods with respect to such Loans or within such earlier date period as required by law, subject to the payment of any funding indemnification amounts required by Section 3.4. 3.3.2 Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, for any Agreed Currency, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurocurrency Reference Rate with a Benchmark Replacement for such affected Lender shall designate upon Agreed Currency. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not less than five Business Days’ prior received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent), be automatically converted into Floating Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurocurrency Reference Rate Loans. If the obligation of for any Lender to make, continue or convert into Eurodollar Loans has been suspended Agreed Currency with a Benchmark Replacement pursuant to this Section 3.3 will occur prior to the preceding paragraphapplicable Benchmark Transition Start Date for such Agreed Currency. 3.3.3 In connection with the implementation of a Benchmark Replacement for any Agreed Currency, then, unless and until the Administrative Agent shall notify will have the applicable Borrower and the Lenders that the circumstances causing such suspension no longer existright to make Benchmark Replacement Conforming Changes from time to time and, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) notwithstanding anything to the extent that Eurodollar Loans 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 such Lender have been converted into Floating Rate Loans pursuant any other party to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderthis Agreement.

Availability of Types of Advances. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Rate Loan for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Eurodollar Base Rate for such Interest Period for such Eurocurrency Rate Loan; provided that if any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurodollar Base Rate for such Eurocurrency Rate Loan, (i) if such Loan shall be requested in Dollars, then such Loan shall be made as a Floating Rate Loan at the Floating Rate and (ii) if such Loan shall be requested in any non-Dollar currency, the Eurodollar Base Rate shall be equal to the rate determined by the Administrative Agent in its sole discretion after consultation with the Company and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, however, that until such time as the aforesaid rate shall be determined and so consented to by the Required Lenders, Loans shall not be available in such non-Dollar currency. (b) If prior to the commencement of any Interest Period for a Fixed Rate Loan (i) any Lender determines that maintenance of its Eurodollar Fixed-Rate Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if (ii) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Base Rate for a Loan in the applicable currency or for the applicable Interest Period, or (iii) the Administrative Agent is advised by the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances Fixed-Rate Loans does not accurately adequately and fairly reflect the cost of making or maintaining Eurodollar Advancessuch an Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify suspend the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day availability of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to Type of Advance and, in the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation case of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding occurrence set forth in clause (i), all payments and prepayments require any Advances of principal that would have otherwise been applied the affected Type to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderrepaid or converted into another Type.

Availability of Types of Advances. 12660163v2 . If (x) any Lender determines that maintenance of its Eurodollar Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or (y) the Required Lenders determine that (a) deposits of a type, currency and maturity appropriate to match fund Eurocurrency Advances are not available or (b) the interest rate applicable to Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurocurrency Advances, or (iii) no reasonable basis exists for determining the Eurocurrency Reference Rate, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section ‎3.4. If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Advance for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the Eurocurrency Reference Rate for such Interest Period for such Eurocurrency Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurocurrency Reference Rate for such Eurocurrency Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as an Floating Rate Advance at the Alternate Base Rate and (ii) if such Advance shall be requested in any Foreign Currency, the Eurocurrency Reference Rate shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Advance (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). 3.3.1 If (a) any Lender determines that maintenance of its Eurocurrency Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, (b) the Required Lenders determine that (i) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Eurocurrency Advances are not available or (ii) the interest rate applicable to Eurodollar Eurocurrency Advances does not accurately reflect the cost of making or maintaining Eurodollar Eurocurrency Advances, then or (ic) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans Administrative Agent determines (which determination shall be suspended conclusive and binding absent manifest error) that no adequate and reasonable basis or means exists for determining the Eurocurrency Reference Rate or the LIBOR Screen Rate (subject to including, without limitation, because the following paragraph of this Section 3.3LIBOR Screen Rate is not available or published on a current basis) until (provided that no Benchmark Transition Event shall have occurred at such time), then, in each case, the Administrative Agent shall notify suspend the Borrower availability of the affected Eurocurrency Advances and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such require any affected Lender then outstanding shall, Eurocurrency Advances to be repaid or converted to Floating Rate Advances on the respective last day days of the then applicable current Interest Period (Periods with respect to such Loans or within such earlier date period as required by law, subject to the payment of any funding indemnification amounts required by Section ‎3.4. 3.3.2 Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, for any Agreed Currency, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurocurrency Reference Rate with a Benchmark Replacement for such affected Lender shall designate upon Agreed Currency. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so 12660163v2 long as the Administrative Agent has not less than five Business Days’ prior received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent), be automatically converted into Floating Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurocurrency Reference Rate Loans. If the obligation of for any Lender to make, continue or convert into Eurodollar Loans has been suspended Agreed Currency with a Benchmark Replacement pursuant to this Section 3.3 will occur prior to the preceding paragraphapplicable Benchmark Transition Start Date for such Agreed Currency. 3.3.3 In connection with the implementation of a Benchmark Replacement for any Agreed Currency, then, unless and until the Administrative Agent shall notify will have the applicable Borrower and the Lenders that the circumstances causing such suspension no longer existright to make Benchmark Replacement Conforming Changes from time to time and, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) notwithstanding anything to the extent that Eurodollar Loans 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 such Lender have been converted into Floating Rate Loans pursuant any other party to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderthis Agreement.

Availability of Types of Advances. If (x) any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if (y) prior to the first day of the applicable Interest Period, the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then (ia) in the obligation case of any clause (x) above, such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall promptly notify the Borrower and the Administrative Agent and, so long as such circumstances shall continue, (i) such Lender shall have no obligation to make Eurodollar Loans or convert Floating Rate Loans into Eurodollar Loans (but shall make Floating Rate Loans concurrently with the making of or conversion into Eurodollar Loans by the Lenders that which are not so affected, in each case in an amount equal to such Lender’s share of all Eurodollar Loans which would be made or converted into at such time in the circumstances causing absence of such suspension no longer exist circumstances) and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day of the then applicable current Interest Period for each Eurodollar Loan of such Lender (or or, in any event, on such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to may be required by the Administrative Agentrelevant law, regulation or interpretation), be such Eurodollar Loan shall, unless then paid in full, automatically converted into convert to a Floating Rate Loans. If Loan, and (b) in the obligation case of any Lender to makeclause (y) above, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify suspend the applicable Borrower availability of future Eurodollar Advances and the Lenders that the circumstances causing such suspension no longer existany requested borrowing of, (i) all Loans that would otherwise be made by such Lender as conversion into or continuation of a Eurodollar Loans Advance shall instead be made as as, remain or be converted into a Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Advance. Each Floating Rate Loans Loan made pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments a) above shall remain outstanding for the same period as the Eurodollar Advance of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to which such Floating Rate Loans of Loan would be a part absent the circumstances described in such Lenderclause (a).

Availability of Types of Advances. (a) If at the time that the Global Administrative Agent shall seek to determine the LIBOR Screen Rate at the LIBOR Fixing Time for any Interest Period for a Eurocurrency Rate Advance, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Rate Advance for any reason, and the Global Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent demonstrable error), then the Reference Bank Rate shall be LIBOR for such Interest Period for such Eurocurrency Rate Advance; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Global Administrative Agent for purposes of determining LIBOR for such Eurocurrency Rate Advance, (i) if such Advance shall be requested in Dollars, then such Advance shall be made as a Base Rate Advance and (ii) if such Advance shall be requested in any currency other than Dollars, LIBOR shall be equal to the cost to each Lender to fund its pro rata share of such Eurocurrency Rate Advance (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion, such rate, the “COF Rate”). (b) If (i) any Lender determines that maintenance of any of its Eurodollar Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, (ii) prior to the commencement of any Interest Period for a Fixed Rate Advance, the Global Administrative Agent determines (which determination shall be conclusive and binding absent demonstrable error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate, CDOR, EURIBOR or if LIBOR, as applicable, for a Loan in the applicable currency or for the applicable Interest Period or (iii) the Required Lenders with respect to Fixed Rate Advances or the Global Swing Line Lender with respect to Swing Line Loans determine that (ix) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Fixed Rate Advances or Swing Line Loans, as applicable, are not available or (iiy) the interest rate rate, Eurocurrency Rate, CDOR, EURIBOR or LIBOR applicable to Eurodollar Advances a Fixed Rate Advance or Swing Line Loan does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch a Fixed Rate Advance or Swing Line Loans, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Global Administrative Agent shall notify give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Global Administrative Agent notifies the Borrowers and the Lenders that the circumstances causing giving rise to such suspension notice no longer exist and (iiwhich notice shall be given by the Global Administrative Agent promptly after such circumstances cease to exist), (A) all Eurodollar the availability of Fixed Rate Advances or such Swing Line Loans of such the affected Lender then outstanding shall, on Type or in the last day of the then applicable Interest Period affected currency shall be suspended (or such earlier date except as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agentset forth in clause (C) below), be automatically converted into Floating Rate Loans. If (B) in the obligation case of any Lender to makeoccurrence set forth in clause (i) above, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Global Administrative Agent shall notify require any affected Fixed Rate Advances or Swing Line Loans to be repaid or, in the case of Eurocurrency Rate Loans in Dollars, at the option of the applicable Borrower U.S. Borrower, converted to Base Rate Advances or, in the case of any Loans to the Canadian Borrower, at the option of the Canadian Borrower, converted to Canadian Prime Rate Advances and (C) if any Borrowing Notice requests a Eurocurrency Rate Advance in a currency other than Dollars, then LIBOR for such Eurocurrency Rate Advance shall be the Lenders COF Rate; provided that if the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied giving rise to such Eurodollar Loans notice affect only one Type of such Lender Advance, then the other Type of Advance shall be applied instead permitted. (gg) Clause (vi) of Section 3.5 of the Credit Agreement is amended to delete the reference to “the date of this Agreement” appearing therein and replace such Floating Rate Loans of such Lenderreference with “the Amendment No. 2 Effective Date”.

Availability of Types of Advances. (a) If (i) any Lender determines that maintenance of any of its Eurodollar Fixed Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, (ii) prior to the commencement of any Interest Period for a Fixed Rate Advance, the Global Administrative Agent determines (which determination shall be conclusive and binding absent demonstrable error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate or if LIBOR, as applicable (including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis), for a Loan for the applicable Interest Period or (iii) the Required Lenders with respect to Fixed Rate Advances determine that (ix) deposits of a type type, currency and maturity appropriate to match fund Eurodollar Fixed Rate Advances are not available or (iiy) the interest rate rate, Eurodollar Rate or LIBOR applicable to Eurodollar Advances a Fixed Rate Advance does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch a Fixed Rate Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Global Administrative Agent shall notify give notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Global Administrative Agent notifies the Borrowers and the Lenders that the circumstances causing giving rise to such suspension notice no longer exist (which notice shall be given by the Global Administrative Agent promptly after such circumstances cease to exist), (A) the availability of Fixed Rate Advances of the affected Type shall be suspended and (B) in the case of any occurrence set forth in clause (i) above, the Global Administrative Agent shall require any affected Fixed Rate Advances to be repaid or, in the case of Eurodollar Rate Loans, at the option of the applicable U.S. Borrower, converted to Base Rate Advances. (b) Notwithstanding the foregoing, if at any time the Global Administrative Agent determines (which determination shall be conclusive absent demonstrable error) that (i) the circumstances set forth in Section 3.3(a)(ii) have arisen and such circumstances are unlikely to be temporary or (ii) all Eurodollar Loans the circumstances set forth in Section 3.3(a)(ii) have not arisen but any of such affected Lender then outstanding shall, on (w) the last day supervisor for the administrator of the LIBOR Screen Rate has made a public statement that the administrator of the LIBOR Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (x) the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (y) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Global Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate may no longer be used for determining interest rates for loans, then applicable Interest Period (or the Global Administrative Agent and Harley shall endeavor to establish an alternate rate of interest to LIBOR 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 earlier date time, and 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; provided that, if such affected Lender shall designate upon not alternate rate of interest as so determined would be less than five Business Days’ prior written notice zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the Administrative Agent)contrary in Section 8.3, be automatically converted into Floating Rate Loans. If the obligation such amendment shall become effective without any further action or consent of any Lender other party to make, continue or convert into Eurodollar Loans has been suspended pursuant to this Agreement so long as the preceding paragraph, then, unless and until the Global Administrative Agent shall notify not have received, within five (5) Business Days of the applicable Borrower and 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) (but, in the case of the circumstances causing described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 3.3(b), only to the extent the LIBOR Screen Rate for the Interest Period is not available or published at such suspension no longer existtime on a current basis), (A) the availability of Fixed Rate Advances of the affected Type shall be suspended and (B) in the case of any occurrence set forth in clause (i) all Loans that would otherwise above, the Global Administrative Agent shall require any affected Fixed Rate Advances to be made by such Lender as repaid or, in the case of Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) Loans, at the option of the applicable U.S. Borrower, converted to the extent that Eurodollar Loans of such Lender have been converted into Floating Base Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderAdvances.

Availability of Types of Advances. If any Lender in good faith determines that maintenance of any of its Eurodollar LIBOR Rate LoansTerm SOFR Loans and/or Daily Simple SOFR Loans, as applicable, at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if such Lender shall promptly notify the Required Lenders determine that (i) deposits Administrative Agent thereof and the Administrative Agent shall, with written notice to Borrower, suspend the availability of a type and maturity appropriate to match fund Eurodollar LIBOR RateTerm SOFR Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar and/or Daily Simple SOFR Advances, then (i) as applicable, and require any LIBOR Ratesuch suspended Term SOFR Advances and/or Daily Simple SOFR Advances, as applicable, to be repaid, then, if for any reason whatsoever the obligation provisions of Section 3.1 are inapplicable, the Administrative Agent shall, with written notice to Borrower, suspend the availability of any LIBOR RateTerm SOFR Advances and/or Daily Simple SOFR Advances, as applicable, made after the date of any such affected Lender determination. If the Borrower is required to makeso repay a LIBOR RateSOFR Advance, continue or convert Loans into Eurodollar Loans shall be suspended (a) with respect to Revolving Advances, the Borrower may concurrently with such repayment borrow from the Revolving Lenders, in the amount of such repayment, a Revolving Advance bearing interest atby reference to (X) Adjusted Daily Simple SOFR, so long as Adjusted Daily Simple SOFR is not also the subject to the following paragraph of this Section 3.33.3(a) until or (Y) the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist Floating Rate and (iib) all Eurodollar Loans with respect to Term Advances, such LIBOR RateSOFR Advances shall be converted to (X) Daily Simple SOFR Advances, so long as Adjusted Daily Simple SOFR is not also the subject of such affected Lender then outstanding shall, on the last day of the then applicable Interest Period this Section 3.3(a) or (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to the Administrative Agent), be automatically converted into Y) Floating Rate Loans. If the obligation of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding clause (i), all payments and prepayments of principal that would have otherwise been applied to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such LenderAdvances.

Availability of Types of Advances. (A) If at the time that the Administrative Agent shall seek to determine the LIBO Screen Rate on any date for any Interest Period for any Eurocurrency Rate Advance the LIBO Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Rate Advance for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then (i) if such Advance shall be requested in Dollars, then such Advance shall be made as a Floating Rate Advance at the Alternate Base Rate and (ii) if such Advance shall be requested in any Agreed Currency other than Dollars, the LIBO Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Company and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Advances shall not be available in such affected foreign currency. (B) If (i) any Lender determines that maintenance of its Eurodollar Eurocurrency Rate Loans or other extensions of credit at a suitable Lending Installation or to any Subsidiary Borrower would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, (ii) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate or if the Eurocurrency Base Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period or (iii) the Required Lenders determine that (ix) deposits of a type and type, currency or maturity appropriate to match fund Eurodollar Advances Eurocurrency Rate Loans are not available or (iiy) the interest rate applicable to Eurodollar Advances Eurocurrency Rate Loans does not accurately reflect the cost of making or maintaining Eurodollar Advancessuch an Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify suspend the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day availability of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to Type of Advance and, in the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation case of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding occurrence set forth in clause (i), all payments and prepayments require any Advances of principal that would have otherwise been applied the affected Type to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderrepaid or converted into another Type.

Availability of Types of Advances. (A) Subject to Section 4.6 hereof, if at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Rate Loan for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then (i) if such Loan shall be requested in Dollars, then such Loan shall be made as a Floating Rate Loan at the Floating Rate and (ii) if such Loan shall be requested in any non-Dollar currency, the Eurodollar Base Rate shall be equal to the rate determined by the Administrative Agent in its sole discretion after consultation with the Company and consented to in writing by the Required Lenders (the “Alternative Rate”); provided, however, that until such time as the aforesaid rate shall be determined and so consented to by the Required Lenders, Loans shall not be available in such non-Dollar currency. (B) If prior to the commencement of any Interest Period for a Fixed Rate Loan (i) any Lender determines that maintenance of its Eurodollar Fixed-Rate Rate Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, regulation or directive, whether or not having the force of law, or if (ii) subject to Section 4.6, the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Base Rate for a Loan in the applicable currency or for the applicable Interest Period, or (iii) the Administrative Agent is advised by the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances Fixed-Rate Loans does not accurately adequately and fairly reflect the cost of making or maintaining Eurodollar Advancessuch an Advance, then (i) the obligation of any such affected Lender to make, continue or convert Loans into Eurodollar Loans shall be suspended (subject to the following paragraph of this Section 3.3) until the Administrative Agent shall notify suspend the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) all Eurodollar Loans of such affected Lender then outstanding shall, on the last day availability of the then applicable Interest Period (or such earlier date as such affected Lender shall designate upon not less than five Business Days’ prior written notice to Type of Advance and, in the Administrative Agent), be automatically converted into Floating Rate Loans. If the obligation case of any Lender to make, continue or convert into Eurodollar Loans has been suspended pursuant to the preceding paragraph, then, unless and until the Administrative Agent shall notify the applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist, (i) all Loans that would otherwise be made by such Lender as Eurodollar Loans shall instead be made as Floating Rate Loans and (ii) to the extent that Eurodollar Loans of such Lender have been converted into Floating Rate Loans pursuant to the preceding paragraph or made instead as Floating Rate Loans pursuant to the preceding occurrence set forth in clause (i), all payments and prepayments require any Advances of principal that would have otherwise been applied the affected Type to such Eurodollar Loans of such Lender shall be applied instead to such Floating Rate Loans of such Lenderrepaid or converted into another Type.